Investigation Overview
February 17, 2016 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of ITC Holdings Corp. (NYSE:ITC), was announced concerning whether the takeover of ITC Holdings Corp. by Fortis Inc for a value of approximately $53.69 per share is unfair to NYSE:ITC stockholders.
The investigation by a law firm concerns whether certain officers and directors of ITC Holdings Corp. breached their fiduciary duties owed to NYSE:ITC investors in connection with the proposed acquisition.
On February 9, 2016, Fortis Inc. and ITC Holdings Corp. announced that they have entered into an agreement and plan of merger pursuant to which Fortis will acquire ITC Holdings Corp in a transaction valued at approximately US$11.3 billion. Under the terms of the transaction ITC Holdings Corp shareholders will receive US$22.57 in cash and 0.7520 Fortis shares per ITC share or approximately $53.69 per share based on the closing price of Fortis Inc shares on February 8, 2016.
However, the investigation concerns whether the offer is unfair to NYSE:ITC stockholders. More specifically, the investigation concerns whether the ITC Holdings 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.
ITC Holdings Corp. reported that its annual Total Revenue rose from $757.40 million in 2011 to over $1.02 billion in 2014 and that its Net Income increased from $171.69 million in 2011 to $244.08 million in 2014.