Faruqi & Faruqi, LLP Announces Filing of a Class Action Lawsuit Against ITC Holdings Corporation
Notice is hereby given that Faruqi & Faruqi, LLP has filed a class action lawsuit in the United States District Court for the Eastern District of Michigan, case no. 2:16-cv-10914, on behalf of shareholders of ITC
Holdings Corporation (“ITC” or the “Company”) (NYSE:ITC) who hold ITC securities and have been harmed by ITC’s and its board of directors’ (the “Board”) alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) in connection with the proposed sale of the Company to Fortis, Inc. (“Fortis”).
On February 9, 2016, the Company announced it had entered into an Agreement and Plan of Merger (“Merger Agreement”) under which Fortis will acquire all of the outstanding shares of ITC through its wholly-owned U.S. subsidiaries FortisUS, Inc. and Element Acquisition Sub Inc. (the “Proposed Transaction”).
The complaint charges ITC and the Board with violations of Sections 14(a) and 20(a) the Exchange Act.
Pursuant to the terms of the Merger Agreement, which was unanimously approved by the Board, ITC shareholders will receive $22.57 in cash and 0.7520 shares of Fortis stock (“Merger Consideration”). According to the complaint, as of March 22, 2016, based on Fortis’ stock price and currency exchange rate the dollar value of the stock portion of the Merger Consideration is $22.95, for a total consideration of $42.65, a dramatic drop from the total value of over $53.00 when the Proposed Transaction was announced.
The complaint alleges that the Form F-4 Registration/Joint Proxy Statement (“F-4”) filed with the Securities and Exchange Commission (“SEC”) on March 17, 2016 provides materially incomplete and misleading information about the Company and the Proposed Transaction, in violation of Sections 14(a) and 20(a) of the Exchange Act. The F-4 fails to provide ITC’s shareholders with material information concerning the financial and procedural fairness of the Proposed Transaction.
Furthermore, according to the complaint, the Merger Agreement includes a non-solicitation provision, information and matching rights provisions, and a $245 million termination fee which essentially ensure that a superior bidder will not emerge, as any potential suitor will undoubtedly be deterred from expending the time, cost, and effort of making a superior proposal while knowing that Fortis can easily foreclose a competing bid.
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. 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. If you wish to discuss this action, or have any questions concerning this notice or your rights or interests, please contact Juan E. Monteverde, Esq. via telephone at (877) 247-4292 or (212) 983-9330 or via e-mail at firstname.lastname@example.org.
Please tell us about yourself by completing the form below and we will provide you with additional
information at no cost to you on how to join the Class Action.
* The submission of this form does not create an attorney-client relationship.
Faruqi & Faruqi, LLP
685 Third Avenue 26th Floor
New York, NY 10017
Tel: (212) 983-9330
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