Lawsuit Overview
August 13, 2012 (Update) -- Settlement and class approval gets overturned and is now back in court.
January 2010 -- Settlement proposed/approved and on appeal.
May 2009 -- At least five investors in Centex Corp. have filed lawsuits on behalf of certain current shareholders in CTX shares in Nevada and Texas State Courts over the proposed takeover of Centex Corporation (NYSE: CTX) by Pulte Homes under the present conditions. The shareholders of CTX allege that the members of board of directors of Centex Corp. (NYSE: CTX) breached their fiduciary duty owed to the CTX shareholders and violated other state law in connection with the attempt to sell CTX to Pulte Homes.
Under the terms of the proposed $3.1 billion takeover Centex shareholders will receive 0.975 shares of Pulte stock for each share of Centex they own, or $10.50 per share based on the April 7, 2009 closing price of Pulte stock. The plaintiffs allege that the transaction appears unfair given that, among other things, Centex shares traded above $12.40 per share as recently as January 8, 2009 and Centex has a book value in excess of $10.50 per share. Specifically the plaintiffs allege that The proposed acquisition as currently constituted does not adequately value Centex's extensive land holdings nor does it adequately account for Centex's balance sheet, which included $1.7 billion in cash as of March 31. Likewise, the proposed acquisition fails to compensate shareholders for the $350 million in annual synergies Pulte expects to receive from the combined company post-merger. Centex, which is incorporated in Nevada but based in Dallas, was sued as early as April 17 with now at least four lawsuits against Centex directors and Pulte in District Court for Dallas County and on April 24 in Clark County District Court in Las Vegas.
Centex spokesman Ken Smalling reportedly said on Monday the company had no comment on the suits.