Avista Corporation is an American energy company that generates and transmits electricity and distributes natural gas to residential, commercial, and industrial customers.

On July 19, 2017, Avista and Hydro One issued a joint press release announcing that they had entered into a definitive Merger Agreement, under which Olympus Holding Corp, an indirect, wholly owned subsidiary of Hydro One, and Olympus Corp., an indirect, wholly owned subsidiary of Hydro One, would acquire all of Avista’s outstanding stock for $53.00 per share in cash.

The Complaint alleges that on September 14, 2017, Avista filed a materially misleading Proxy with the SEC. According to the Complaint, the Proxy is rendered materially misleading by the omission of critical information concerning: (i) BofA Merrill Lynch’s financial analyses conducted in preparing its fairness opinion; and (ii) Avista’s financial projections; as such, the Proxy, which recommends that the Company’s stockholders vote their shares in support of the Proposed Transaction, misrepresents and/or omits material information in violation of Sections 14(a) and 20(a) of the Exchange Act.

This case was voluntarily dismissed on December 18, 2017.