According to the Complaint, on February 9, 2016, ITC and Fortis issued a joint press release announcing that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to sell ITC to Fortis. Under the terms of the Merger Agreement, Fortis will acquire all outstanding shares of ITC for the equivalent of $11.3 billion in stock and cash. Specifically, ITC shareholders will receive 0.7520 shares of Fortis stock and $22.57 per share in cash for each ITC share they own (the “Merger Consideration”). The Merger Consideration is valued at $44.90 per share
based on the February 8, 2016 Fortis closing price.
The Complaint alleges on March 17, 2016, Fortis filed a Registration Statement on Form F-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”). The Registration Statement, which recommends that ITC shareholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the valuation analyses prepared by the Company’s financial advisors, in connection with the rendering of their fairness opinions; (ii) ITC and Fortis management’s projections, utilized in their financial analyses; and (iii) material information concerning the sale process leading up to the Proposed Transaction.
This case was voluntarily dismissed on July 7, 2016.