SAN FRANCISCO, July 24, 2012 /PRNewswire/ -- The following statement was issued today by the law firm of Kessler Topaz Meltzer & Check, LLP:
Notice is hereby given that a class action lawsuit was filed in the United States District Court for the Eastern District of North Carolina on behalf of those who acquired the common stock of Duke Energy Corporation (NYSE:DUK) ("Duke" or the "Company"), in connection with the Company's merger with Progress Energy Inc. ("Progress") (the "Merger"), and on behalf of all persons who purchased or otherwise acquired Duke common stock between June 28, 2012 and July 9, 2012 (the "Class Period"), inclusive. If you are a member of this class, you can view a copy of the Complaint or join this class action online at http://www.ktmc.com/cases/duke.
Members of the class may, not later than September 24, 2012, move the Court to serve as lead plaintiff of the class. 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. Your ability to share in any recovery is not, however, affected by the decision of whether or not to serve as a lead plaintiff. Any member of the purported 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 with respect to these matters, please contact Kessler Topaz Meltzer & Check, LLP (Ramzi Abadou, Esq. or Eli R. Greenstein, Esq.) toll free at 1-888-299-7706 or 1-415-400-3000, or via e-mail at [email protected]. For additional information about this lawsuit, or to join the class action online, please visit http://www.ktmc.com.
The Complaint charges Duke and certain of its officers and directors with violations of Securities Act of 1933 and the Securities Exchange Act of 1934. Duke is an energy and utilities company based in Charlotte, North Carolina and is headed by James E. Rogers ("Rogers"). Prior to the Merger, Progress was an energy and utilities company headquartered in Raleigh, North Carolina, and was headed by William D. Johnson ("Johnson"). The Merger ultimately created the largest electric utility in the United States.
The Complaint alleges that the Company failed to disclose and misrepresented the following material adverse facts which were known to defendants or recklessly disregarded by them: (1) that Rogers, not Johnson, would serve as the CEO of the combined Company after the Merger; (2) Defendants had obtained approval of the Merger from the Progress Board of Directors by failing to disclose that Rogers would act as the CEO of the combined Company.
On January 8, 2011 a merger agreement was executed between Duke and Progress (the "Merger Agreement"). The Merger Agreement was attached to the Prospectus Materials. The Merger Agreement unequivocally represented that "Duke's Board of Directors shall cause [Mr. Johnson] to be appointed as the President and Chief Executive Officer of Duke." The Prospectus Materials similarly represented that, after the Merger, "Mr. Johnson will serve as the president and chief executive officer of Duke Energy and Mr. Rogers will serve as the executive chairman of the board of directors of Duke Energy."
The July 7, 2011 Prospectus Materials omitted facts necessary to make the statements made therein not misleading, and was not prepared in accordance with applicable SEC rules and regulations. Specifically, the Registration Statement failed to disclose that: (i) Rogers, not Mr. Johnson, would serve as the CEO of the combined Company after the Merger; (ii) Defendants had obtained approval for the Merger from the Progress Board of Directors and shareholders by failing to disclose that Rogers would act as the CEO of the combined Company; and (iii) Defendants misled the NCUC and others to gain regulatory approval of the Merger by failing to timely disclose Mr. Johnson's ouster to the North Carolina Utilities Commission. Had Duke violated the Merger Agreement by revealing the true facts about Mr. Johnson, Duke would have been forced to pay a termination fee of $675 million.
In addition, from May 4, 2012 through June 29, 2012, Duke filed numerous Prospectus Updates on Forms 425 with the SEC that "urge[d] investors and shareholders to read the Registration Statement, including the joint proxy statement/prospectus that is a part of the Registration Statement…because they contain important information." Defendants therefore caused shareholders to rely upon the same Prospectus Materials that, during this same period, Defendants knew contained misleading statements and omitted material facts about Mr. Johnson's role as CEO of the combined Duke. Defendants also failed to advise the Progress Board about their plan to oust Mr. Johnson upon consummation of the Merger.
On July 3, 2012, Duke issued a press release, in contradiction to previous representations, indicating that Rogers was appointed president and chief executive officer of the combined company and that Johnson resigned by mutual agreement. As a result of these disclosures, the price of Duke common stock fell.
Plaintiff seeks to recover damages on behalf of class members and is represented by the law firm of Kessler Topaz Meltzer & Check, which prosecutes class actions in both state and federal courts throughout the country. Kessler Topaz Meltzer & Check is a driving force behind corporate governance reform, and has recovered billions of dollars on behalf of institutional and individual investors from the United States and around the world.
For more information about Kessler Topaz Meltzer & Check, or for additional information about participating in this action, please visit www.ktmc.com.
Kessler Topaz Meltzer & Check, LLP
Ramzi Abadou, Esq.
Eli R. Greenstein, Esq.
1 Sansome Street, Suite 1850
San Francisco, California 94104
1-888-299-7706 (toll free) or 1-415-400-3000
Or by e-mail at [email protected]
SOURCE Kessler Topaz Meltzer & Check, LLP