According to the Complaint, Vectren Corporation ("Vectren" or the "Company") is an energy holding company of wholly owned subsidiary, Vectren Utility Holdings, Inc. (“VUHI”), which serves as the intermediate holding company for three public utilities: Indiana Gas Company, Inc. (“Indiana Gas”), Southern Indiana Gas and Electric Company (“SIGECO”), and Vectren Energy Delivery of Ohio, Inc. (“VEDO”).
On April 21, 2018, the Board caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with the CenterPoint Energy, Inc., pursuant to which, Vectren shareholders will receive $72.00 in cash for each share of common stock they own (the “Merger Consideration”).
The Complaint alleges that on June 18, 2018, the Board authorized the filing of a materially incomplete and
misleading proxy statement (the “Proxy”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act. The Proposed Transaction is expected to close no later than the first quarter of 2019, with the shareholder vote occurring before then.
The Complaint alleges that, specifically, the Proxy contains materially incomplete and misleading information concerning: (i) the Company’s financial projections; (ii) the valuation analyses performed by the Company’s financial advisor, in support of its fairness opinions; and (iii) the Background of the Merger.