Investigation Overview
An investigation on behalf of investors, who currently hold shares of US Geothermal Inc (NYSEAMERICAN:HTM), was announced concerning whether the takeover of US Geothermal Inc by Ormat Technologies, Inc. is unfair to NYSEAMERICAN:HTM stockholders.
The investigation by a law firm concerns whether certain officers and directors of US Geothermal Inc breached their fiduciary duties owed to NYSEAMERICAN:HTM investors in connection with the proposed acquisition.
On Janaury 24, 2018, U.S. Geothermal Inc. (NYSE American:HTM) announced that it has entered into a merger agreement under which a wholly owned subsidiary of Ormat Technologies, Inc. (NYSE:ORA) will acquire the Company for $5.45 per share in an all cash transaction.
However, given that certain funds advised by JCP Investment Management, LLC, which own approximately 15.0% of the outstanding shares of US Geothermal, as well as the directors and officers of US Geothermal have already entered into an agreement to vote in favor of the transaction, the investigation concerns whether the offer is unfair to NYSEAMERICAN:HTM stockholders. More specifically, the investigation concerns whether the US Geothermal 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.
On January 29, 2018, US Geothermal Inc (NYSEAMERICAN:HTM) shares closed at $5.39 per share.