NEW YORK, April 14, 2016 /PRNewswire/ -- Notice is
hereby given that Faruqi & Faruqi, LLP has filed a class action
lawsuit in the United States District Court for the Eastern
District of Michigan, case no.
2:16-cv-10914, on behalf of shareholders of ITC Holdings
Corporation ("ITC" or the "Company") (NYSE:ITC) who hold ITC
securities and have been harmed by ITC's and its board of
directors' (the "Board") alleged violations of Sections 14(a) and
20(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
in connection with the proposed sale of the Company to Fortis, Inc.
("Fortis").
On February 9, 2016, the Company
announced it had entered into an Agreement and Plan of Merger
("Merger Agreement") under which Fortis will acquire all of the
outstanding shares of ITC through its wholly-owned U.S.
subsidiaries FortisUS, Inc. and Element Acquisition Sub Inc. (the
"Proposed Transaction").
The complaint charges ITC and the Board with violations of
Sections 14(a) and 20(a) the Exchange Act.
If you wish to obtain information concerning this action or
view a copy of the complaint, you can do so by clicking here:
www.faruqilaw.com/ITCnotice.
Pursuant to the terms of the Merger Agreement, which was
unanimously approved by the Board, ITC shareholders will receive
$22.57 in cash and 0.7520 shares of
Fortis stock ("Merger Consideration"). According to the complaint,
as of March 22, 2016, based on
Fortis' stock price and currency exchange rate the dollar value of
the stock portion of the Merger Consideration is $22.95, for a total consideration of $42.65, a dramatic drop from the total value of
over $53.00 when the Proposed
Transaction was announced.
The complaint alleges that the Form F-4 Registration/Joint Proxy
Statement ("F-4") filed with the Securities and Exchange Commission
("SEC") on March 17, 2016 provides
materially incomplete and misleading information about the Company
and the Proposed Transaction, in violation of Sections 14(a) and
20(a) of the Exchange Act. The F-4 fails to provide ITC's
shareholders with material information concerning the financial and
procedural fairness of the Proposed Transaction.
Furthermore, according to the complaint, the Merger Agreement
includes a non-solicitation provision, information and matching
rights provisions, and a $245 million
termination fee which essentially ensure that a superior bidder
will not emerge, as any potential suitor will undoubtedly be
deterred from expending the time, cost, and effort of making a
superior proposal while knowing that Fortis can easily foreclose a
competing bid.
Take Action
Plaintiff is represented by Faruqi & Faruqi, LLP, a law firm
with extensive experience in prosecuting class actions, and
significant expertise in actions involving corporate fraud.
Faruqi & Faruqi, LLP, was founded in 1995 and the firm
maintains its principal office in New
York City, with offices in Delaware, California, and Pennsylvania.
If you wish to serve as lead plaintiff, you must move the Court
no later than 60 days from today. Any member of the putative
class may move the Court to serve as lead plaintiff through counsel
of their choice, or may choose to do nothing and remain an absent
class member. If you wish to discuss this action, or have any
questions concerning this notice or your rights or interests,
please contact:
Juan E. Monteverde, Esq.
FARUQI & FARUQI, LLP
685 3rd Avenue, 26th Floor
New York, NY 10017
Telephone: (877) 247-4292 or (212) 983-9330
E-mail: jmonteverde@faruqilaw.com
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SOURCE Faruqi & Faruqi, LLP