Wolf Haldenstein Adler Freeman & Herz LLP Commences Class Action Lawsuit on Behalf of Investors in TXU Corporation
07 Agosto 2007 - 6:30PM
Business Wire
Wolf Haldenstein Adler Freeman & Herz LLP has filed a class
action lawsuit in the United States District Court, Northen
District of Texas, on behalf of all persons who held the common
stock of TXU Corp. (�TXU� or the �Company�) (NYSE:TXU) at the close
of business on July 19, 2007, against defendants TXU and certain of
its officers and directors, alleging violations under Section 14(a)
of the Securities Exchange Act of 1934, 15 U.S.C. Section 78n(a),
and the rules and regulations of the Securities and Exchange
Commission (�SEC�) promulgated thereunder, in connection with the
solicitation of proxies in favor of a proposed management-led $45
billion leveraged buy-out (the �LBO�) of TXU to take it private at
$69.25 cash per share to be accomplished by means of a proposed
merger (the �Merger�). The action was filed in connection with a
proposed settlement of the claims asserted herein and in related
litigation pending in Texas state and federal courts. The complaint
alleges that the LBO and the Merger were negotiated and approved by
the Board of Directors of TXU by means of a biased and flawed
bidding process that did not represent the intrinsic value of the
Company or its value going-forward premised on its ability to
generate strong earnings and expand to meet growing energy demand
in the southwest. The complaint further alleges that shareholder
proxies in favor of the LBO and the Merger are being sought
pursuant to a materially false and misleading proxy statement filed
with the SEC on or about June 14, 2007. As alleged in detail in the
complaint, the proxy statement is materially false and misleading
in violation of Section 14(a) of the Exchange Act, 15 U.S.C. �
78n(a), and Rule 14a-9 promulgated by the SEC thereunder, in that,
among other things, the proxy statement does not truthfully or
adequately describe among other things (a) material background
information regarding the transaction, (b) the Director Defendants�
consideration of the transaction, (c) their efforts, if any, to
obtain an alternate transaction or alternative strategic
opportunity on terms more favorable to plaintiff and the Company�s
other public shareholders, (d) the financial analysis supporting
the fairness of the transaction to TXU�s public shareholders, and
(e) the Director Defendants� consideration of or response to
certain derivative litigation currently pending against them in the
District Court of Dallas County, Texas, captioned In re TXU Corp.
Derivative Litigation, No. 07-01779 (44th Judicial District). If
the LBO and the Merger are approved, the TXU public shareholders�
valuable interest in the Company will be acquired by private equity
investors Texas Pacific Group and Kohlberg Kravis Roberts & Co.
for inadequate consideration following a flawed process and their
right to participate in TXU�s profitable business will cease. The
case name is styled Schipper v. TXU Corp., et al. A copy of the
complaint filed in this action is available from the Court, or can
be viewed on the Wolf Haldenstein Adler Freeman & Herz LLP
website at www.whafh.com. If you currently hold TXU common stock
during the Class Period, you may request that the Court appoint you
as lead plaintiff by October 8, 2007. A lead plaintiff is a
representative party that acts on behalf of other class members in
directing the litigation. In order to be appointed lead plaintiff,
the Court must determine that the class member�s claim is typical
of the claims of other class members, and that the class member
will adequately represent the class. Under certain circumstances,
one or more class members may together serve as �lead plaintiff.�
Your ability to share in any recovery is not, however, affected by
the decision whether or not to serve as a lead plaintiff. You may
retain Wolf Haldenstein, or other counsel of your choice, to serve
as your counsel in this action. Wolf Haldenstein has extensive
experience in the prosecution of securities class actions and
derivative litigation in state and federal trial and appellate
courts across the country. The firm has approximately 70 attorneys
in various practice areas; and offices in Chicago, New York City,
San Diego, Washington, D.C., and West Palm Beach. The reputation
and expertise of this firm in shareholder and other class
litigation has been repeatedly recognized by the courts, which have
appointed it to major positions in complex securities
multi-district and consolidated litigation. If you wish to discuss
this action or have any questions, please contact Wolf Haldenstein
Adler Freeman & Herz LLP at 270 Madison Avenue, New York, New
York 10016, by telephone at (800) 575-0735 (Mark C. Rifkin, Esq.,
Gregory M. Nespole, Esq., or Derek Behnke), via e-mail at
classmember@whafh.com or visit our website at www.whafh.com. All
e-mail correspondence should make reference to TXU.
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