American DG Energy sells, distribute and operates on-site utilities that produce electricity, hot water, heat, and cooling.

According to the law firm press release, Tecogen Inc. announced a definitive agreement under which Tecogen will acquire all of the outstanding shares of American DG in a stock-for-stock merger. Each share of American DG common stock will be exchanged for 0.092 shares of Tecogen common stock.

The complaint alleges that Defendants breached their duties, and/or aided and abetted such breaches, in connection with their attempt to consummate the Proposed Transaction pursuant to an unfair process and for an unfair price. In addition, the complaint alleges that Defendants disseminated a false and misleading Form S-4 Registration Statement, which contains a joint proxy statement/prospectus (the "Registration Statement") in violation of §14(a) and §20(a) of the 1934 Act and Rule 14a-9 promulgated thereunder in connection with the Proposed Transaction.

An amended Complaint was filed on June 19, 2017. Defendants filed a Motion to Dismiss the amended Complaint on July 19. On March 2, 2018, the Court issued an Order granting in part and denying in part Defendants' Motion to Dismiss. On October 1, Defendants' Counsel advised the Court that one of the individual Defendants died on September 20, 2018. On November 16, the Court entered Judgment in favor of Defendants against Plaintiff, with each side to bear its own fees and costs.