California law firm files class action suit over CVPS sale

first_imgRobbins Geller Rudman & Dowd LLP has announced that a class action has been commenced in the United States District Court for the District of Vermont on behalf of a proposed class of Central Vermont Public Service Corp CV +0.21% shareholders who held CVPS shares during the period beginning May 30, 2011 through and including the closing of the proposed acquisition of CVPS by Gaz Metro Limited Partnership (“Gaz Metro”).Those who wish to serve as lead plaintiff must move the Court no later than 60 days from today. If they wish to discuss this action or have any questions concerning this notice or their rights or interests, they may contact plaintiffs’ counsel, Darren Robbins of Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at djr@rgrdlaw.com(link sends e-mail). A member of this class may view a copy of the complaint as filed or join this class action online at http://www.rgrdlaw.com/cases/cvps/(link is external) . Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.The complaint charges CVPS and its Board of Directors with breaches of fiduciary duty and aiding and abetting breaches of fiduciary duty under Vermont state law, and CVPS, the Board and Gaz Metro with violations of the Securities Exchange Act of 1934 (“1934 Act”). CVPS operates as an electric utility company.The complaint alleges that the Board, aided and abetted by CVPS, in bad faith and for self-interested reasons, tilted the sales process for the Company in favor of Fortis Inc. and against Gaz Metro and thereby obligated the Company to improperly pay Fortis a termination fee of $19.5 million when the merger agreement with Fortis was later terminated after Gaz Metro made a superior proposal that was accepted by the Board. The end result of CVPS and the Board’s misconduct was to destroy shareholder value in the same amount of the termination fee, or approximately $1.57 per share. The complaint seeks damages for the Board’s breaches of fiduciary duty in this regard.The complaint further alleges that on August 29, 2011, CVPS filed a Form DEFM 14A Proxy Statement (the “Proxy”) that omitted or misrepresented material information regarding the proposed Fortis and Gaz Metro acquisitions in violation of 14(a) and 20(a) of the 1934 Act and in contravention of the Board’s fiduciary duties under state law. The Proxy fails to disclose, among other things, material information regarding: (i) the Company’s current and future value; (ii) details about the sales process, including details concerning the favored treatment of Fortis, and the conflicts of interests faced by the persons involved; and (iii) the financial analysis conducted by the Company’s financial advisor. Without this material information, the Company’s public shareholders are precluded from casting a fully informed vote. The complaint seeks injunctive relief in connection with defendants’ violations of 14(a) and 20(a) of the 1934 Act.Plaintiffs seek injunctive, monetary and other equitable relief on behalf of all shareholder of CVPS who held CVPS common stock during the period beginning May 30, 2011 through and including the closing of the proposed acquisition of CVPS by Gaz Metro (the “Class”). The plaintiff is represented by Robbins Geller, which has expertise in prosecuting investor class actions and extensive experience in actions involving financial fraud.Robbins Geller, a 180-lawyer firm with offices in San Diego, San Francisco, New York, Boca Raton, Washington, D.C., Philadelphia and Atlanta, is active in major litigations pending in federal and state courts throughout the United States and has taken a leading role in many important actions on behalf of defrauded investors, consumers, and companies, as well as victims of human rights violations. The Robbins Geller Web site ( http://www.rgrdlaw.com(link is external) ) has more information about the firm.SOURCE: Robbins Geller Rudman & Dowd LLP SAN DIEGO, Sep 15, 2011 (BUSINESS WIRE) — http://www.rgrdlaw.com/cases/cvps(link is external)last_img read more