According to a press release dated September 28, 2010, the Complaint charges OMNI Energy and OMNI Energy’s board of directors with, among other things, violations of the Securities Exchange Act of 1934 and Rule 14a-9. In particular, the Complaint alleges that the defendants have issued materially false and misleading statements in its proxy statements regarding the proposed transaction wherein Wellspring intends to acquire OMNI Energy.
On October 4, 2010, the plaintiff filed a Supplemental First Amended Complaint. The defendants soon after filed a motion to stay the action pending a parallel state court action. This motion was granted on October 15, 2010. On October 18, 2010, the defendants filed a motion to strike the class action allegations. On October 21, 2010, the defendants filed a motion to stay the action or motion to dismiss the the federal proceedings. The pending motions were denied on the same day.
On October 25, 2010, the defendants filed a motion to stay the action pending the state settlement. The motion was granted on November 9, 2010. On January 25, 2011, Judge Richard T. Haik, Sr., granted the Motion of the Individual Investors for Appointment as Lead Plaintiffs, Approval of Lead Plaintiffs Selection of Lead Counsel, and Approval of Lead Plaintiffs Selection of Liaison Counsel.
The Parties reached an agreement in principle to settle the Consolidated Action on the basis that OMNI would make certain supplemental disclosures via a Form 8-K. The settlement was memorialized in the Parties’ Memorandum of Understanding (the “MOU”), which contemplated a settlement on behalf of a class consisting of all record or beneficial holders of OMNI’s common stock at any time from June 4, 2010 through October 27, 2010 (the “Settlement Class”).
On July 5, 2011, a Stipulation of Settlement was filed. The settlement was preliminarily approved the next day, and the final settlement was approved on December 12, 2011.