According to a press release dated August 18, 2007, Archstone-Smith Trust (NYSE:ASN) announced that it has agreed in principle with various shareholder plaintiffs to settle all of the previously disclosed separate shareholder class action lawsuits that challenged the proposed merger with an entity jointly controlled by affiliates of Tishman Speyer Real Estate Venture VII, L.P. and Lehman Brothers Holdings Inc. Under the terms of the proposed settlement, all claims relating to the merger agreement and the proposed merger will be dismissed on behalf of the settlement class. The settlement is subject to court approval. In connection with the settlement, the parties contemplate that plaintiffs' counsel will petition the court for an award of attorneys' fees and expenses to be paid by Archstone-Smith, up to an agreed-upon limit. No amounts would be payable under the proposed settlement unless the mergers are completed.
In a press release dated August 15, 2007, the complaint alleges violations under the Securities Exchange Act of 1934, 15 USC § 78n(a), and Rule 14a-9 promulgated thereunder, 17 CFR § 240-14a-9 (the “Class”).
Specifically, the Complaint alleges that the defendants have: (i) violated their fiduciary duties owed to the public shareholders of Archstone; and (ii) issued a false and misleading proxy statement with the U.S. Securities and Exchange Commission concerning the merger agreement among defendant Archstone, and non-defendants Tishman Speyer and Lehman Brothers (including its Private Equity group) (collectively, the “Partnership”), to take Archstone private by purchasing all of its outstanding shares in exchange for $60.75 per share (the “Agreement”).
As a result of the dissemination of the false and misleading statements in the proxy statement concerning the Agreement as set forth above, the market price of Archstone has been artificially capped, and Archstone shareholders have been deprived of certain material information concerning the negotiation of the Agreement and the adequacy of the consideration to be provided by the Agreement.