According to the Complaint, on or about December 3, 2014, HEI and NextEra jointly issued a press
release announcing that they had signed a definitive agreement and plan of merger (“Merger Agreement”) pursuant to which HEI shareholders will receive a purported value of approximately $33.50 per HEI share (the “Offer Price”), consisting of: (a) 0.2413 shares of NextEra common stock for each HEI share owned (the “Fixed Exchange Ratio”) valued at approximately $25; (b) a one-time dividend payment of $0.50 per share to be paid by HEI for shareholders of record immediately prior to the closing of the Proposed Transaction (the “Dividend Payment”); and (c) shares of
an entity called ASB Hawaii, parent company of HEI asset American Savings Bank, F.S.B. (“ASB”), which is to be ‘spun-off’ to HEI shareholders pursuant to the Proposed Transaction (the “ASB Hawaii Spin-off”). In addition, NextEra is anticipated to assume certain tax liabilities associated with the ASB Hawaii Spinoff, purportedly worth $1.60 per HEI share to HEI shareholders (the “Tax Assumption”). The Proposed Transaction, assuming $1.7 billion of HEI debt and excluding ASB, is valued at approximately $4.3 billion.
The Complaint alleges that the Proposed Transaction is the product of a flawed process designed to tilt the sale of the Company in favor of NextEra at the expense of other bidders and without the benefit of a proper auction process designed to drive up the sales price. The Complaint further alleges that HEI filed and delivered a Proxy Statement, contained in the S-4, which the Individual Defendants knew, or recklessly disregarded, that contained numerous material omissions and misstatements.
This case was voluntarily dismissed on July 22, 2016.