CH Energy Group, Inc
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CH Energy Group, Inc Securities Settlement
The lawsuit was settled for additional disclosures in the proxy statement mailed to shareholders in connection with the merger. The following is a summary of the proceedings in this lawsuit: ‘On February 21, 2012, CH Energy announced that it had entered into an agreement and plan of merger (together with all schedules and exhibits thereto, the Merger Agreement) dated as of February 20, 2012 by and among CH Energy, Fortis Inc., FortisUS Inc., a wholly owned subsidiary of Fortis, and Cascade Acquisition Sub, Inc., a wholly owned subsidiary of FortisUS, under which Fortis would acquire CH Energy for cash consideration of $65 per common share of CH Energy payable to the holders thereof, by means of a merger of Merger Sub with and into CH Energy, with CH Energy surviving as a wholly owned subsidiary of FortisUS. Following that announcement, eight putative class action lawsuits were filed in New York State courts challenging the Transaction: Kahn v. CH Energy (N.Y. Sup. Ct., County of New York, Index No. 650496/2012); Vivas v. CH Energy (N.Y. Sup. Ct., County of New York, Index No. 650583/2012) (voluntarily discontinued without prejudice on April 23, 2012); Dunn v. Lant (N.Y. Sup. Ct., County of New York, Index No. 650665/2012); NECA-IBEW Pension Trust Fund v. CH Energy (N.Y. Sup. Ct., County of New York, Index No. 650697/2012); Pasternak v. CH Energy (N.Y. Sup. Ct., County of Dutchess, Index No. 1010/2012); Himmel v. CH Energy (N.Y. Sup. Ct., County of Dutchess, Index No. 1052/2012); Williams v. CH Energy (N.Y. Sup. Ct., County of Dutchess, Index No. 1069/2012); and Cumins v. CH Energy (N.Y. Sup. Ct., County of Dutchess, Index No. 1276/2012). All eight actions were subsequently joined in the Court under the master caption In re CH Energy Group, Inc. Shareholder Litigation, Index No. 775000/2012 (together with the actions joined therein, the Action). On April 2, 2012, CH Energy filed a preliminary proxy statement on Schedule 14A with the United States Securities and Exchange Commission (the Preliminary Proxy) that stated, among other things, that CH Energy Board of Directors (the Boardâ) unanimously approved the Merger Agreement and, further, recommended that CH Energy shareholders approve and adopt the Merger Agreement. On April 9, 2012, Plaintiffs filed an Amended Class Action Complaint in this Court (the Amended Complaint). The Amended Complaint alleged that the members of the Board breached their fiduciary duties in connection with the Transaction; that Fortis, FortisUS, Merger Sub, and CH Energy aided and abetted the breaches of those fiduciary duties; and that the Preliminary Proxy contained material misstatements and omissions, including omissions with respect to certain financial information relating to the value of the Company, for example the financial projections provided by CH Energy and used by its financial advisor, Lazard Frères & Co. LLC. The Amended Complaint sought injunctive and other relief with respect to alleged deficiencies in the Preliminary Proxy. On April 19, 2012, the Court entered a Case Management Order setting deadlines for document and deposition discovery and briefing with respect to Plaintiffs anticipated motion for a preliminary injunction, and scheduled a hearing on that anticipated motion for June 8, 2012. As a result, Defendants produced over 20,000 pages of documents to Plaintiffs in the Action on an expedited basis. The parties engaged in discussions with respect to Plaintiffs anticipated motion for a preliminary injunction and Plaintiffs demands that further information be disclosed to CH Energy shareholders in the definitive proxy. Counsel to the parties engaged in arm-length negotiations concerning disclosure of further information to CH Energy shareholders and the terms and conditions of a potential resolution of the Action. On May 9, 2012, the parties reached an agreement-in-principle on the structure of a settlement of the Action, which was embodied in a memorandum of understanding (the MOU).’