Proxy Statement

The proposed transaction in this case involves US Energy Corp. and its subsidiary US Energy One, LLC on one side, and on the other, APEG Energy II, LP and the company that controls it, Angelus Private Equity Group. APEG would not exchange cash for shares; instead, it would cancel most of the debt Energy One owes to it and to Angelus. The complaint claims that the Proxy filed for the transaction does not provide the information required under the Securities Exchange Act of 1934, including the basis for the determination that the deal is fair, details of the negotiations, potential conflicts of interest of the board, and the intentions behind the proposed reverse stock split. 

On April 27, 2017, Paragon Commercial Corporation announced a proposed transaction under which it would be acquired by TowneBank, with Paragon shareholders receiving 1.720 of Towne common stock for each share of Paragon that they own. But the complaint for this class action claims that the Proxy Statement filed with the Securities and Exchange Commission (SEC) on October 26, 2017 omits enough material information to make it false and misleading under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934.

This class action takes on a merger that took place January 4, 2016 between Towers Watson & Co. and Willis Group Holding plc, disclosing alleged actions and conflicts of interest that may have deprived Towers shareholders of their full interests. In short, when shareholders were dissatisfied with the first offer, the company’s CEO was tasked to renegotiate the deal, but gave more attention to negotiating his own compensation and position at the merged company. The concealment of his actions and conflicts of interest, the complaint says, violates Sections 14(a) and 20(a) of the Securities Exchange Act of 1934.

In the proposed merger with Elliott Management Corporation, Gigamon, Inc.’s shareholders are being offered $38.50 per share, roughly a 21% premium—yet according to the complaint for this class action, the offer is too low, and the Proxy Statement filed with the Securities and Exchange Commission (SEC) omits material information that would allow shareholders to fully assess the transaction. The complaint cites the company’s choice of low performance figures, the lack of a reconciliation of non-GAAP with GAAP measures, and the lack of line items and definitions used to make certain calculations.

BroadSoft and Cisco have entered into a merger agreement, but according to the complaint, the offered compensation is too low and the Proxy Statement filed with the SEC does not contain enough information to allow shareholders to fully evaluate the deal. The complaint claims that the Proxy omits information in three areas: (1) key components and other figures for analyses, (2) potential conflicts of interest for the officers and directors, and (3) the details of confidentiality agreements with other companies prior to the merger agreement.

Ruby Tuesday has entered into a merger agreement that would have NRD Capital paying stockholders $2.40 a share. The complaint for this class action alleges that Ruby Tuesday’s Proxy Statement violates Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in several ways, but it’s the account of the process that makes this deal a head-scratcher. In the course of negotiation with other bidders, Ruby Tuesday received superior offers from other companies, and the complaint asks why the company did not accept them, when parts of its own Proxy Statement appear to assess its shares at a higher value.

The Omega Protein Corporation announced a proposed merger transaction with Cooke, Inc. on October 6, 2017, under which Cooke would pay $22 per share of Omega stock. But the complaint for this class action claims that the Preliminary Proxy Statement Omega has submitted to the Securities and Exchange Commission (SEC) doesn’t contain enough information to allow shareholders to fairly assess the transaction. The complaint claims that insufficient information is given in three areas, (1) the figures and assumptions used in arriving at various projections and opinions contained in the Proxy, (2) the other deals that were considered before Omega decided on the proposed transaction, and (3) the potential conflicts of interest of the officers of the company.

Avista Corporation and Hydro One Limited are both regulated electricity and natural gas companies, and if the merger just proposed goes through, they will together become one of the largest regulated utilities in North America, serving Ontario, Washington, Oregon, Idaho, Montana, and Alaska. But the complaint for this class action claims that shareholders are not being given enough information to assess the deal. The complaint alleges the Proxy does not provide enough information about key inputs and assumptions underlying analyses.  Further, where non-GAAP measures are used, the Proxy does not provide comparable GAAP measures or the line-item metrics used to calculate them.

Even a member of the Bob Evans Farms board of directors did not vote for its proposed merger with Post Holdings, the complaint for this class action alleges, because he was not sure that the merger consideration was greater than what the company could achieve on its own with a little more time. The complaint alleges that the merger compensation is inadequate and that the Proxy does not supply enough information for shareholders to fully evaluate the deal, omitting information about how calculations were made, non-GAAP measures, and the process of discussing post-merger employment for company officrs.

Cempra is a clinical-stage pharmaceutical company that has announced a proposed merger with Melinta Therapeutics. According to the complaint for this class action, however, the terms of the deal are not fair to Cempra stockholders. The complaint claims that little effort was made by Cempra to find other parties interested in a better deal and presents a chart showing Cempra’s significant growth over the past year. Now, the complaint alleges, the Proxy Statement omits significant information that would permit that stockholders to properly evaluate the fairness of the deal. According to the complaint, the omissions violate Sections 14(a) and 20(a) of the Securities Exchange Act of 1934.