December 17, 2013
Bernstein Liebhard LLP today announced that a class action has been commenced in the United States District Court for the Eastern District of Pennsylvania on behalf of all holders of PVR Partners LP (“PVR”) (NYSE: PVR) common units on October 9, 2013, in connection with the proposed takeover of PVR by Regency Energy Partners LP (“Regency”) (the “Proposed Takeover”).
The complaint charges PVR and the Board of Directors (the “Board”) of PVR’s general partner, PVR GP LLC (“PVR GP”), with violations of the Securities Exchange Act of 1934 (the “Exchange Act”). PVR is a limited partnership that owns and operates a network of natural gas midstream pipelines and processing plants, and owns and manages coal and natural resource properties.
The complaint alleges that PVR, the Board, Regency and its affiliates breached their duties, and/or aided and abetted such breaches, in connection with their attempt to consummate the Proposed Takeover pursuant to an unfair process and for an unfair price. In addition, the complaint alleges that PVR and the Board disseminated a false and misleading Registration Statement on Form S‑4 (the “S‑4”) in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder in connection with the Proposed Takeover.
On October 9, 2013, PVR and Regency entered into a definitive agreement (the “Merger Agreement”) whereby Regency would acquire all of PVR’s outstanding units. Thereafter, on November 8, 2013, defendants caused the S4 to be filed with the SEC and disseminated in connection with the upcoming unitholder vote on the Proposed Takeover. The complaint alleges that the S‑4 contains a number of false and misleading statements that are material to unitholders who are expected to rely upon the S‑4 to determine whether to approve the Proposed Takeover. The S‑4 omits a number of material facts necessary to make statements made therein not false and misleading, including the events leading to the Merger Agreement, the analyses conducted by the Board’s financial advisor, and PVR’s prospective financial information.
Plaintiffs seek to recover damages on behalf of all Class members who held PVR units on October 9, 2013. If you held PVR units on October 9, 2013, you may wish to join in this action to serve as lead plaintiff. In order to do so, you must meet certain requirements set forth in the applicable law and file appropriate papers no later than February 14, 2014.
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 Bernstein Liebhard LLP, or other counsel of your choice, to serve as your counsel in this action.
Bernstein Liebhard LLP has pursued hundreds of securities, consumer and shareholder rights cases and recovered over $3 billion for its clients. It has been named to The National Law Journal’s “Plaintiffs’ Hot List” in each of the last ten years.
You can obtain a copy of the complaint from the clerk of the court for the United States District Court for the Eastern District of Pennsylvania.