According to the Complaint, on August 18, 2017, Calpine and Energy Capital Partners (“Energy”) issued a joint press statement announcing that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”), under which Merger Sub will merge with and into Calpine, with Calpine surviving the merger as a subsidiary of Parent (the “Proposed Transaction”). The Proposed Transaction is valued at approximately $5.6 billion. Pursuant to the terms of the Merger Agreement, holders of Calpine common stock will receive $15.25 per share in cash (the “Merger Consideration).
The Complaint alleges that on October 19, 2017, in order to convince Calpine’s shareholders to vote in favor of the Proposed Transaction, Defendants authorized the filing of a materially incomplete and misleading Preliminary Schedule 14A Proxy Statement (the “Proxy Statement”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act. The Complaint further alleges that the Proxy Statement contains materially incomplete and misleading information concerning: (i) the valuation analyses performed by Calpine’s financial advisor, Lazard Frères & Co. LLC (“Lazard”), in support of their fairness opinions; and (ii) the potential conflicts of interest Lazard faced as a result of its historical dealings with either party.