Lawsuit Overview
July 17, 2012 - The plaintiff filed a notice of voluntary dismissal.
August 4, 2011- An investor in shares of Constellation Energy Group Inc (NYSE: CEG) filed a lawsuit in U.S. District Court for the District of Maryland against Constellation Energy Group Inc over alleged violations of Federal Securities Laws in connection with certain allegedly false and misleading statements made between April 28, 2011 and August 4, 2011.
According to the complaint the plaintiff alleges that defendants violated their fiduciary duties to shareholders, and violated Section 14(a) of the Securities Exchange Act of 1934 by omitting material disclosures and providing misleading disclosures in its Proxy.
The lawsuit in Federal Court follows several lawsuits filed in State Court after Constellation Energy Group, Inc. (NYSE:CEG) and Exelon Corporation (NYSE: EXC) announced on April 28, 2011, that they have signed a definitive agreement to combine the two companies in a stock-for-stock transaction. Under the proposed transaction, Constellation Energy’s shareholders will receive 0.930 shares of Exelon Corp. (EXC) common stock in exchange for each share of Constellation Energy Group (CEG) common stock. Based on Exelon’s closing share price on April 27, 2011, Constellation shareholders would receive a value of $38.59 per share, or $7.9 billion in total equity value. Constellation Energy Group said the exchange ratio represents an 18.1 percent premium to the 30-day average closing stock prices of Exelon Corp and Constellation Energy Group as of April 27, 2011.
Indeed, in response to the takeover proposal shares of Constellation Energy Group, Inc. (NYSE:CEG) increased from $34.30 on Wednesday to over $36.40 during Thursday’s trading.