Lawsuit: Vectren Filed Misleading Proxy to Win Shareholder Support of Potential Merger

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Vectren Corporation and its board of directors are facing another proposed class action. Echoing the previous suit, the complaint focuses on the filing of an allegedly misleading proxy statement through which the defendants attempted to solicit shareholder votes in support of a proposed merger with CenterPoint Energy, Inc.

The plaintiff in the case claims the proxy was incomplete in that it didn't disclose all the information needed for shareholders to make an informed decision regarding the transaction. Specifically, the suit argues that the statement’s description of Vectren’s financial projections was missing certain figures that were relied upon in the valuation analyses performed by its financial advisor, details the plaintiff says would be considered material information to stockholders.

The lawsuit also takes issue with the proxy’s alleged silence regarding the background of the merger, noting that it fails to mention whether the confidentiality agreements signed by other interested parties contained standstill provisions that barred them from submitting superior offers for the company.