Lawsuit Overview
March 1, 2012 (Update) -- Another investor in NYSE:CHG shares filed another additional lawsuit against directors of CH Energy alleging they breached their fiduciary duties arising out of the attempt to sell CH Energy Group too cheaply to Fortis Inc.
Feb. 23, 2012 (Shareholders Foundation) -- An investor in NYSE:CHG shares filed a lawsuit in State Court against members of the board of directors of CH Energy Group in effort to block the proposed sale CH Energy Group to Fortis Inc for $65 per NYSE:CHG share.
On Tuesday, February 21, 2012, CH Energy Group, Inc. (NYSE:CHG) announced that it has entered into a merger agreement with Fortis Inc., (TSX:FTS), under which Fortis will acquire CH Energy Group for an aggregate purchase price of approximately U.S. $1.5 billion, including the assumption of approximately U.S. $500 million of debt.
Under the terms of the proposed transaction shareholders of CH Energy Group, Inc. will receive U.S. $65 for each share of the company they own. CH Energy Group, Inc said the offer represents a 10.5% percent premium above CH Energy Group’s closing stock price on February 17, 2012, the last trading day before the announcement; a premium of 13.1 percent above its most recent 20-day trading average of $57.49; and approximately 10.4 times its 2011 EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization).
However, according to the complaint the plaintiff alleges defendants breached their fiduciary duties by agreeing to an offer that undervalues NYSE:CHG shares and is inadequate. Indeed, following the takeover news shares of CH Energy Group (NYSE:CHG) jumped from $58.77 per share on Friday to as high as $66.41 per share during Tuesday, February 21, 2012, thus exceeding the current offer. Furthermore at least one analyst has set the high target price for NYSE:CHG shares at $69 per share.
Additionally, CH Energy Group’s performance increased over the past recent years. It reported that its annual Revenue rose from $960.11million in 2009 to $985.52million in 2010 and its Net Income increased over the same time periods from $39.47million to $46.31million. While CH Energy Group reported that its third quarter Revenue in 2011 declined slightly from 2010 its third quarter Net Income increased from $9.77million in 2010 to $14.89million in 2011.