Alon USA Energy, Inc., 11 individual directors, Delek US Holdings, Inc., and three subsidiaries are on the receiving end of a proposed class action lawsuit alleging that the companies issued a misleading proxy statement concerning a merger between Alon and Delek. Missing from the proxy statement was information concerning the analyses performed by Alon’s financial advisor and the two companies’ financial projections, the suit says. It argues that this information is necessary for stockholders to assess the fairness of the deal and decide whether they support the merger.
The complaint further argues that the proxy statement fails to disclose whether third parties were interested in acquiring Alon and whether there were potential conflicts of interest. The suit claims that Alon’s directors and offers “stand to receive significant benefits” in the deal, including Delek leadership positions, and that any communications concerning future employment should be disclosed to stockholders. Additionally, J.P. Morgan, the company’s financial advisor, owned approximately two million shares of Delek stock at the time of the merger consideration, “thus potentially giving J.P. Morgan an incentive to support a deal that was more favorable to Delek,” the suit says.