Investigation Overview
An investigation on behalf of investors, who currently hold shares of Dynegy Inc. (NYSE:DYN), was announced concerning whether the takeover of Dynegy Inc. by Vistra Energy is unfair to NYSE:DYN stockholders.
The investigation by a law firm concerns whether certain officers and directors of Dynegy Inc. breached their fiduciary duties owed to NYSE:DYN investors in connection with the proposed acquisition.
On October 30, 2017, Vistra Energy (NYSE: VST), the parent company for TXU Energyand Luminant, and Dynegy Inc. (NYSE: DYN) announced that their Boards of Directors have approved, and the companies have executed, a merger agreement pursuant to which Dynegy will merge with and into Vistra Energy in a tax-free, all-stock transaction, creating the leading integrated power company across the key competitive power markets in the United States.
Under the terms of the agreement, Dynegy hareholders will receive 0.652 shares of Vistra Energy common stock for each share of Dynegy common stock they own. Based on Vistra Energys closing share price of $20.30 on October 27, 2017 and the aforementioned exchange ratio, Dynegy shareholders would receive $13.24 per Dynegy share.
However, given that at least one analyst has set the high target price for NYSE:DYN shares at $18.00 per share, the
investigation concerns whether the offer is unfair to NYSE:DYN stockholders. More specifically, the investigation concerns whether the Dynegy Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.