Vectren Corporation Named in Securities Suit Filed Over Proposed Merger

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Vectren Corporation and its board of directors are facing a lawsuit over a potentially misleading proxy statement the defendants filed in connection with a proposed merger. According to the complaint, the proxy was filed on June 18, 2018, to garner shareholder support for CenterPoint Energy, Inc.’s potential acquisition of Vectren. The plaintiff in the case, a Vectren shareholder, claims the proxy was missing material information that must be disclosed to stockholders before they are asked to vote for or against the transaction, such as certain details regarding Vectren’s financial projections, the valuation calculations performed by its financial advisor, and the background of the merger.

In particular, the suit argues that, among other issues, the proxy didn’t disclose whether other interested parties were precluded from submitting superior offers for the company by “don’t ask don’t waive” (DADW) provisions in their confidentiality agreements.

“The failure to disclose the existence of DADW provisions creates the false impression that any of the parties who signed confidentiality agreements could have made a superior proposal,” the complaint reads, adding that stockholders are entitled to know whether other entities could offer them a better deal.