U.S. Geothermal Inc. is a renewable energy company focused on the development, production and sale of electricity from geothermal energy.
According to the Complaint, on January 24, 2018, the Company announced that it had entered into a definitive agreement (the “Merger Agreement”), dated January 23, 2018, by which Ormat Technologies Inc., through its subsidiary Ormat Nevada Inc. (“Parent”), and Parent’s wholly owned subsidiary, OGP Holding Corp. (“Merger Sub” and together with Parent and Ormat Technologies Inc., “Ormat”) will acquire all of the outstanding shares of U.S. Geothermal for $5.45 in cash for each share of U.S. Geothermal stock (“Merger Consideration”), in a transaction valued at approximately $110 million at the time of the announcement (the “Proposed Transaction”).
The Complaint alleges that, in connection with the Proposed Transaction, on March 2, 2018, the Company
filed a materially incomplete and misleading preliminary proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (“SEC”). Specifically, the Complaint alleges that the Proxy Statement is materially deficient and misleading because, inter alia, it fails to disclose material information relating to: (i) the background of the Proposed Transaction; (ii) potential conflicts of interest involving the Company’s financial advisor; and (ii) potential conflicts of interest involving the Company’s executives and directors.