According to a press release dated June 8, 2010, a class action has been commenced on behalf of all persons who held shares of the common stock of Cascal N.V. (“Cascal”) (NYSE:HOO) on May 21, 2010, against Sembcorp Utilities Pte Ltd. (“Sembcorp”) for violations of Section 14(e) of the Securities Exchange Act of 1934 (“1934 Act”) in connection with the tender offer by Sembcorp for Cascal (the “Tender Offer”).
Specifically, the complaint alleges that Sembcorp failed to disclose material information in Tender Offer materials filed with the SEC and publicly disseminated in connection with the Tender Offer by Sembcorp for Cascal. Cascal invests in and operates water and wastewater systems.
According to the complaint, the Tender Offer materials were materially false and misleading because they included only a summary of one set of financial projections and failed to disclose, inter alia: (i) whether the “summary” of projections was relied on by Sembcorp and/or its financial advisor in developing the terms of its Tender Offer; (ii) whether the projections supported or did not support the Tender Offer consideration; (iii) whether the “summary” was supported or not supported by other company financial information made available to Sembcorp; and (iv) whether those projections were the sole projections provided to Sembcorp by Cascal, or whether later updated and/or additional projections were provided to Sembcorp. The complaint further alleges that the Tender Offer materials made numerous material omissions about the process leading up to the Tender Offer and misrepresented the practical effect of a court ruling in previous litigation regarding the Tender Offer.
On July 20, 2010, an Amended Class Action Complaint was filed by against the plaintiffs against all Defendants. The defendants responded by filing a motion to dismiss.
On August 27, 2010, the plaintiff filed a motion to dismiss with prejudice all claims other than plaintiff's claim for an award of attorney's fees and expenses. According to the motion, Plaintiff believes that this litigation has played a significant causative role in, among other things: ensuring that Sembcorp Utilities Pte Ltd. (“Sembcorp”) disclosed material information to Cascal shareholders in connection with Sembcorp’s tender offer to acquire all of the issued and outstanding shares of Cascal (“Tender Offer”). Because the foregoing benefits have already been achieved, Plaintiff believes that his claims are, for the most part, now moot.
On September 23, 2010, the Court issued an Order in relation to the Plaintiff's motion to dismiss all claims.
On August 1, 2011, Judge Sidney H. Stein denied the parties' motions for attorneys' fees.