Thomas Properties Group, Inc.
Thomas Properties Group, 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 this lawsuit: ‘On September 5, 2013, TPGI and Parkway announced that they had entered into an Agreement, and Plan of Merger, pursuant to which TPGI would merge with and into Parkway, with Parkway surviving the merger. The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, each holder of TPGI common stock will receive 0.3822 shares of Parkway common stock for each share of TPGI common stock held immediately prior to the effective time of the Merger, with cash paid for fractional shares of TPGI common stock. In addition, each holder of TPGI limited voting stock will receive 0.3822 shares of newly created Parkway limited voting stock for each share of TPGI limited voting stock held immediately prior to the effective time of the related parent merger. Based on the closing price of Parkway common stock of $18.06 on November 1, 2013, the exchange ratio represented approximately $6.90 in Parkway common stock for each TPGI share. The value of Parkway shares that TPGI stockholders received represented a premium of approximately 9.8%, based on the closing prices per share of TPGI and Parkway common stock on September 4, 2013 (the last trading day before the proposed mergers were announced). On October 4, 2013, Parkway filed a preliminary joint proxy statement/prospectus with the Securities and Exchange Commission as part of its Preliminary Registration Statement on Form S-4 in connection with the shareholder vote on the Merger. On October 24, 2013, plaintiff Jason L. Osieczanek filed an action in this Court challenging the Merger entitled Osieczanek v. Thomas Properties Group et al., C.A. No. 9029-VCG. The Action alleged that the TPGI Board of Directors breached its fiduciary duty, as aided and abetted by Parkway, in connection with disclosures made in the Preliminary Form S-4 filed on October 4, 2013. The Parties negotiated the scope of expedited discovery and document discovery between October 28, 2013 and November 1, 2013. On November 14, 2013, the Court entered a Stipulation and Order for the Production and Exchange of Confidential and Highly Confidential Information. Also on November 14, 2013, the TPGI Defendants began their rolling production of documents in response to the Parties agreement, which document production continued and included more than 4,700 pages of documents from TPGI, which included internal, non-public documents. On November 5, 2013, Parkway filed an amended preliminary joint proxy statement/prospectus with the SEC as part of its amended Preliminary Registration Statement on Form S-4 in connection with the shareholder vote on the Merger. On November 6, 2013, the Amended Preliminary S-4 was declared effective. On November 13, 2013, TPGI filed with the SEC its Definitive Proxy Statement on Schedule 14A in connection with the shareholder vote on the Merger. On November 20, 2013, Plaintiff counsel took the deposition of Edward D. Fox, a director on the TPGI Board. On November 22, 2013, Plaintiff Counsel took the deposition of Matthew Johnson, Managing Director of Morgan Stanley, financial advisor to TPGI. Plaintiff represents to have owned, at all relevant times, shares of TPGI common stock, for which proof of ownership was provided to Defendants counsel. Between November 22, 2013 and December 3, 2013, the Parties engaged in arms-length settlement negotiations. Plaintiff Counsel and counsel for Defendants, after extensive arm length negotiations, were able to reach agreement on various supplemental disclosures attached hereto as Exhibit A that Plaintiff Counsel demanded be filed with the SEC.’