Lawsuit Overview
<p style= text-align: justify; >According to a press release by a law firm on June 17th , 2008 a shareholder has filed a class action lawsuit has been commenced in the Massachusetts Superior Court on June 17, 2008 on behalf of shareholders of Perini Corp. (”Perini” or the “Company”) (NYSE: PCR) against the Company, Tutor-Saliba Corporation (”Tutor-Saliba”), and the individual members of Perini’s Board.</p> <p style= text-align: justify; >Under the terms of the Agreement and Plan of Merger (the “Merger Agreement”) dated April 2, 2008, as amended, in exchange for all the outstanding stock of Tutor-Saliba, Tutor-Saliba shareholders will receive a total of 22,987,293 shares of Perini common stock, representing approximately 45% of the outstanding Perini common stock following the completion of the transaction (the “Merger”). The Merger has been approved by Perini’s Board of Directors but requires the approval of Perini’s common stockholders. Such shareholder approval, among other matters, is being sought by the Perini Board of Directors at the Perini annual meeting of shareholders that will be held on September 5, 2008.<br />The Complaint alleges, among other things, various disclosure violations in the proxy statements issued by Perini in connection with the Merger between Perini and Tutor-Saliba. Plaintiff has alleged that Perini’s shareholders are being denied their fundamental right to make an informed decision on whether to vote for or against the Merger. Additionally, the Complaint alleges that the Merger was agreed to without any market check and that the Company’s financial advisor is conflicted.<br />Plaintiff intends to seek injunctive relief, inter alia, enjoining the shareholder vote scheduled for September 5, 2008 until additional information is provided in the proxy materials concerning the Merger.<br />On August 13, 2008, the judge denied the plaintiff’s request for expedited proceedings regarding a putative class action suit brought in opposition to Perini’s proposed merger with Tutor-Saliba Corporation, finding that the plaintiff failed to make colorable claims or demonstrate that she would suffer irreparable harm requiring injunctive relief. With the Court’s denial of the motion, the litigation will proceed in an ordinary process. All defendants have moved to dismiss the litigation. Accordingly, Perini Corporation is not aware of any potential legal impediment to holding the shareholder vote on the proposed merger with Tutor-Saliba on schedule. The judge noted that the Securities and Exchange Commission’s approval of the final Perini proxy on August 6, 2008 “was a particularly persuasive indication that the proxy is adequate to permit shareholders to make an informed choice” regarding the proposed merger.</p>