According to a law firm press release, on November 19, 2007 a Class Action lawsuit has commenced on behalf of a class of all persons who purchased or acquired securities of United Rentals, Inc. during the class period.
On July 23, 2007, URI announced that it had entered into a definitive merger agreement (the "Merger Agreement") under which affiliates of Cerberus Capital Management, L.P. ("Cerberus") would acquire all of the outstanding shares of URI common stock for $34.50 per share (the "Merger"). On September 19, 2007, URI filed its Schedule 14A Proxy Statement (the "Proxy") with the Securities and Exchange Commission ("SEC") in anticipation of the shareholder vote to approve the Merger. On October 19, 2007, URI announced that its stockholders approved the Merger Agreement. On November 14, 2007, URI publicly announced that Cerberus had informed the Company that Cerberus was not prepared to proceed with the purchase of URI on the terms set forth in the Merger Agreement.
On the news that Cerberus was backing out of the Merger, the Company posted its biggest drop since it went public in 1997 and plunged 31%, or $10.51, from $34.01 per share to a closing price of $23.50 per share.
The Complaint alleges that the defendants violated the federal securities laws by failing to disclose that, several weeks after the Merger Agreement was signed, Cerberus contacted URI management and expressed its concern about its ability to proceed with the Merger given the changes in the credit and financial markets, on which its financing for the deal depended. It was not until November 14, 2007, when the Company filed a Form 8-K that included letters, dated August 31, 2007 and September 6, 2007 which demonstrated that the Merger had been at risk since August 29, 2007, and that Cerberus sought to renegotiate the terms of the Merger Agreement.
Defendants' failure to disclose this information materially mislead investors and caused the market for URI's shares to trade at prices artificially inflated by the belief that the Merger would proceed. Had the August correspondence between Ceberus and URI been disclosed to the public in the Proxy, URI's shareholders would have been alerted to the risk of the transaction not going forward.
On February 7, 2008, Judge Vanessa L. Bryant signed the Order consolidating several related cases under docket 07-cv-1708, and granting the motion to appoint the Institutional Investor Group, consisting of the First New York Securities and Omni Partners, as lead plaintiff and approving lead plaintiff’s choice of Entwistle & Cappucci as lead counsel and Hurwitz Sagarin as liaison counsel.
The First Consolidated Complaint was filed on March 24, 2008. Defendants filed motions to dismiss on May 16, 2008. On March 10, 2009, Judge Janet C. Hall entered the Order granting the defendants' motions for dismissal. Judgment to close the case was entered the next day, though the dismissal was without prejudice.
On April 16, 2009, a Second Consolidated Amended Class Action Complaint was filed by the lead plaintiff with the court. The defendants responded by filing a motion to dismiss the Second Consolidated Amended Complaint on May 14, 2009. The plaintiffs opposed the motion. On August 25, 2009, Judge Janet C. Hall signed the ruling granting the motion to dismiss. Judgment was entered in favor of the defendants and against the plaintiffs. The case is now closed.
On September 22, 2009, the plaintiffs filed a Notice of Appeal in the Second Circuit Court of Appeals. The Court entered the Mandate from the Court of Appeals on March 18, 2011. The judgment of the District Court was affirmed.