On July 10, 2017 a proposed transaction was announced, under which Hawaiian Telcom Holdco, Inc. would be acquired by Cincinnati Bell, Inc. and Twin Acquisition Corp. However, the complaint for this class action alleges that the Form S-4 Registration Statement filed with the Securities and Exchange Commission (SEC) omits material information so that it is false and misleading, in violation of the Securities Exchange Act of 1934.
The class for this action is all stockholders of Hawaiian Telcom.
According to the complaint, if the Hawaiian Telcom shareholders approve the merger, they may choose one of three returns for each share of Hawaiian Telcom that they own:
After the transaction is completed, Cincinnati Bell stockholders are expected to own 85% and former Hawaiian Telcom stockholders 15% of the company’s outstanding common shares.
Hawaiian Telcom, a holding company, and its subsidiaries are the largest full service provider of telecommunications services and products in Hawaii.
The complaint alleges that important information was left out of the Registration Statement for the proposed transaction, including the following:
Without this information, the complaint claims, shareholders are unable to fully evaluate the terms of the merger or UBS’s decision that the terms are fair. The complaint alleges that the omission of this important information from the Registration Statement renders it false and misleading and constitutes a violation of the Securities Exchange Act of 1934.