Houston-based Parkway Inc. has entered into an agreement to be acquired by the Canada Pension Plan Investment Board for $1.2 billion. Meanwhile, on the heels of the announcement, Ademi & O’Reilly LLP of Milwaukee, WI announced it would investigate the REIT’s board of directors for possible breaches of fiduciary duty and other Maryland law violations in connection with the sale.

The law firm’s contention is that Parkway’s long-term financial outlook is improving, and Canada Pension Plan, one of the world’s largest real estate investors, is acquiring the REIT at a substantial discount. The Canadian investor plans to pay Parkway stockholders $19.05 per share, and a $4.00 special dividend, which would total $23.05 per share.

Ademi & O’Reilly indicated that the merger agreement limits competing bids for Parkway by prohibiting solicitation of additional bids and imposing a termination penalty if Parkway should receive, and accept, a better bid. Furthermore, the law firm is questioning if Parkway’s board is obtaining the right price, given the REIT’s current financial condition and prospects.

Parkway owns 19 Houston-area properties totaling approximately 8.7 million square feet. Among the Parkway holdings is the 4.9-million-square-foot Greenway Plaza.

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