Coleman Cable Inc.
Warning: Illegal string offset 'class' in /homepages/43/d258393870/htdocs/liquidclaims/wp-content/themes/min/Minimal/epanel/custom_functions.php on line 61
Warning: Illegal string offset 'alt' in /homepages/43/d258393870/htdocs/liquidclaims/wp-content/themes/min/Minimal/epanel/custom_functions.php on line 62
Warning: Illegal string offset 'title' in /homepages/43/d258393870/htdocs/liquidclaims/wp-content/themes/min/Minimal/epanel/custom_functions.php on line 63
Coleman Cable Inc. Securities Settlement
The lawsuit was settled for additional disclosures in the proxy statement mailed to shareholders. The following is a summary of the proceedings in the lawsuit: ‘executed a merger agreement (the Merger Agreement), dated December 20, 2013, by and among Coleman, Southwire and Cubs Acquisition Corporation (Merger Sub). The Merger Agreement contemplates, among other things, that Southwire, through Merger Sub, will acquire all of the outstanding stock of Coleman via a tender offer (the Tender Offer), followed by a short-form merger (the Proposed Transaction). On January 2, 2014, Frank Serago filed a putative class action complaint challenging the Proposed Transaction in the Lake County Circuit Court of Illinois on behalf of himself and all others similarly situation, captioned Serago v. Coleman Cable Inc., et al., No. 14 CH 0002. On January 6, 2014, Merger Sub commenced the Tender Offer and Coleman filed with the United States Securities and Exchange Commission (the SEC) the Solicitation/Recommendation Statement on Schedule 14D-9 (the 14D-9), which, among other things, includes a summary of the background of the Merger and the valuation analyses conducted by Coleman board of directors financial advisor, Jefferies LLC (Jefferies). On January 7, 2014, Robert Strougo filed a verified putative class action complaint challenging the Proposed Transaction in the Court of Chancery of the State of Delaware (the Delaware Court) on behalf of himself and all others similarly situation, captioned Strougo v. Coleman Cable Inc., et al., Case No. 9229-VCP. On January 8, 2014, the Louisiana Municipal Police Employees Retirement System filed a verified putative class action complaint challenging the Proposed Transaction in the Court on behalf of itself and all others similarly situated, captioned Louisiana Municipal Police Employees Retirement System v. Yetman, et al., No. 14 CH 31. Also on January 8, 2014, Frank Basso filed a Class Action Complaint challenging the Proposed Transaction in the Court, captioned Basso v. Coleman Cable Inc., et al., No. 14 CH 35, and on January 9, 2014, voluntarily dismissed the action without prejudice as to all Defendants. On January 16, 2014, plaintiff in the Strougo action filed an amended complaint. On January 17, 2014, IBEW Local 98 Pension Fund filed a Complaint for Breach of Fiduciary Duty challenging the Proposed Transaction in Cook County Circuit Court of Illinois on behalf of itself and all others similarly situated, captioned IBEW Local 98 Pension Fund v. Stein, et al., No. 14 CH 01057. On January 20, 2014, Robert E. Wilson filed a verified putative class action complaint challenging the Proposed Transaction in the Delaware Court on behalf of himself and all others similarly situated, captioned Wilson v. Coleman Cable Inc., et al., Case No. 9265-VCP. On January 22, 2014, Connie Benham filed a verified putative class action complaint challenging the Proposed Transaction in the Delaware Court on behalf of herself and all others similarly situated, captioned Benham v. Coleman Cable, Inc., et al., Case No. 9270-VCP. The Illinois Actions and the Delaware Actions each allege, among other things, that Coleman directors, aided and abetted by certain other defendants, breached their fiduciary duties to Coleman stockholders in connection with the consideration and approval of the Proposed Transaction and that the 14D-9 was inadequate and failed to provide Coleman stockholders with information needed to make an informed decision on whether to tender their shares of Coleman stock in the Tender Offer, including that the 14D-9 failed to provide a fair summary of the financial analyses conducted by Jefferies. Defendants have provided discovery materials relevant to the claims asserted in the Actions, and Plaintiffs Counsel have taken the deposition of a Jefferies representative. In addition, Plaintiffs Counsel have retained financial and valuation experts to assist in their review of valuation, disclosure and other relevant issues. On January 22, 2014, counsel for plaintiffs in the Illinois Actions sent to counsel for Defendants a letter demanding that Defendants supplement the 14D-9 to make certain additional disclosures to Coleman stockholders sufficiently before the Tender Offer closed. Over the course of the Actions, Plaintiffs and their counsel conducted an extensive investigation regarding their claims for injunctive and declaratory relief. Counsel for Plaintiffs thereafter engaged in arm-length negotiations with Defendants regarding a possible resolution of the Actions. As a result of those negotiations, the parties entered into an agreement-in-principle concerning a proposed settlement of the Actions, which they set forth in a Memorandum of Understanding executed on January 31, 2014 (the MOU). Thereafter, Coleman made certain supplemental disclosures, which disclosures were disseminated to Coleman stockholders by means of a supplement to the 14D-9, filed with the SEC on or about February 4, 2014. Following additional negotiations, the parties entered into a Stipulation of Settlement dated May 21, 2014 (Stipulation). The Court preliminarily approved the settlement on May 30, 2014.’