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Case Status:    SETTLED
On or around 11/29/2017 (Date of order of final judgment)

Filing Date: November 18, 2016

According to a law firm press release, the complaint alleges despite NorthStar being well-positioned to generate significant earnings in the foreseeable future, the company's board has agreed to combine NorthStar with two weaker entities. Pursuant to the terms of the definitive merger agreement, NorthStar common stockholders will receive one share of their respective class of stock in the post-merger combined company, Colony NorthStar, Inc. The complaint alleges that the merger consideration is unfair to NorthStar common stockholders because they receive no premium for their shares. If the transaction is completed, NorthStar's executives will receive significant amounts in executive compensation.

The complaint further states that the proxy statement contains incomplete and misleading information concerning the financial projections for Colony, NorthStar, and NorthStar Realty Finance Corp., which were relied upon by the NorthStar board in assessing the fairness of the merger consideration and by the company's financial advisors, Evercore Group, L.L.C. and Goldman, Sachs & Co. in connection with preparing its fairness opinion; and certain information regarding the valuation analyses Evercore and Goldman Sachs performed in support of their fairness opinion. The complaint states that the inconsistencies between the projections disclosed in the proxy prevent stockholders from assessing the relative valuations of each company and the fairness of the exchange ratios.

On June 30, 2017, the Parties entered into a Stipulation of Settlement. The Settlement was preliminarily approved by the Court on July 10. On November 29, the Court entered Final Judgment.


Sector: Services
Industry: Real Estate Operations
Headquarters: United States


Ticker Symbol: NSAM
Company Market: New York SE
Market Status: Public (Listed)

About the Company & Securities Data

"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: D. Maryland
DOCKET #: 16-CV-03745
JUDGE: Hon. J. Frederick Motz
DATE FILED: 11/18/2016
CLASS PERIOD END: 11/18/2016
  1. Ademi & O'Reilly, LLP
  2. Brower Piven (Stevenson)
No Document Title Filing Date
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—Related District Court Filings Data is not available