Ryan & Maniskas, LLP Announces Filing of a Class Action Lawsuit Against AGL Resources Inc.
WAYNE, Pa., Oct. 6, 2015 /PRNewswire/ -- Notice is hereby given that Ryan & Maniskas, LLP and The Weiser Law Firm, P.C. have filed a class action lawsuit in the United States District Court for the Northern District of Georgia, case no. 1:15-CV-3265, on behalf of unitholders of AGL Resources Inc. ("AGL" or the "Company") (NYSE: GAS) who held (and continue to hold) AGL securities acquired on or before August 24, 2015.
If you own shares of AGL and would like to learn more about this class action or if you wish to discuss these matters and have any questions concerning this announcement or your rights, contact Richard A. Maniskas, Esquire toll-free at (877) 316-3218 or to sign up online, visit: www.rmclasslaw.com/cases/agl. You may also email Mr. Maniskas at [email protected].
The complaint alleges that the Preliminary Proxy Statement (the "Proxy") filed with the Securities and Exchange Commission ("SEC") on September 11, 2015 provided materially incomplete and misleading disclosures, thereby violating Sections 14(a) and 20(a) of the Exchange Act.
On August 23, 2015, AGL entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Southern will acquire AGL in a transaction valued at approximately $12 billion, after which AGL will merge into a Southern controlled entity. Under the terms of the Proposed Transaction, AGL shareholders will receive $66.00 in cash per AGL share (the "Offer Price"). The Proposed Transaction has been approved by AGL's Board of Directors (the "Board").
The Company has articulated a "clear path" to future growth over the next five years and has consistently rewarded shareholders with a profitable dividend. With the announcement of the Proposed Transaction this all came to a screeching halt. AGL shareholders are now being cashed out and will never see the growth (and profits) the Company promised were forthcoming. To limit outside bidders from making a proposal to acquire the Company, the Board agreed to deal protection devices that all but assure that the Proposed Transaction will be consummated. The onerous deal protections include a "no-solicitation" provision that prevents representatives of the Company from actively seeking out other bidders; an information rights provision that requires the Company to inform Southern within twenty-four hours if another bidder materializes; a matching rights provision that requires AGL to consider any changes to the Merger Agreement for a period of four business days if another bidder emerges; and a termination fee of $201 million, payable by AGL to Southern in the event AGL accepts an offer from another bidder.
Additionally, Defendants are seeking shareholder approval of the Proposed Transaction via a materially false and misleading Schedule 14A (the "Proxy") filed by the Company with the Securities and Exchange Commission (the "SEC") on September 11, 2015. As set forth herein, the Proxy omits and misrepresents material information about, among other things, the events leading up to the Board's approval of the Merger Agreement, the financial analysis performed by Goldman, Sachs, & Co. ("Goldman Sachs"), the Company's financial advisor, in contravention of Defendants' duty of disclosure. These material facts must be disclosed in order for shareholders to make a fully-informed vote on the Proposed Transaction.
If you are a member of the class, you may, no later than November 23, 2015, request that the Court appoint you as lead plaintiff of the class. A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member's claim is typical of the claims of other class members, and that the class member will adequately represent the class. Under certain circumstances, one or more class members may together serve as "lead plaintiff." Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. You may retain Ryan & Maniskas, LLP or other counsel of your choice, to serve as your counsel in this action.
Ryan & Maniskas, LLP is a national shareholder litigation firm. Ryan & Maniskas, LLP is devoted to protecting the interests of individual and institutional investors in shareholder actions in state and federal courts nationwide. To learn more about the class action process, please visit: www.rmclasslaw.com.
CONTACT: Ryan & Maniskas, LLP
Richard A. Maniskas, Esquire
995 Old Eagle School Rd., Suite 311
Wayne, PA 19087
877-316-3218
www.rmclasslaw.com/cases/agl
[email protected]
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SOURCE Ryan & Maniskas, LLP
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