Cases
NorthStar Realty Finance Corporation (NYSE: NRF)
Merger
Overview
Overview
- Date:
- 12/1/2016
- Company Name:
- NorthStar Realty Finance Corporation
- Stock Symbol:
- NRF
- Class Period:
- FROM 11/18/2016
- Status:
- Closed/Complete
- Court:
- U.S. District Court: District of Maryland
NEW YORK, December 1, 2016 – Bragar Eagel & Squire, P.C. announces that a class action lawsuit has been filed in the United States District Court for the Maryland District Court on behalf of all persons or entities who held NorthStar Realty Finance Corporation (NYSE: NRF) securities on November 18, 2016 (the “Class Period”).
The complaint charges NRF and the members of its board of directors for their violations of Section 14(a) and 20(a) of the Securities Exchange Act of 1934, 15.U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. 240.14a-9, in connection with the Proposed Transaction between Colony Capital, Inc., NorthStar Asset Management Group Inc., and NorthStar Realty Finance Corp.
The Proxy contains materially incomplete and misleading information concerning: (i) the financial projections for Colony, NSAM and NRF, which were relied upon by the Board in assessing the fairness of the merger and by the Company’s financial adviser in connection with preparing its fairness opinion; and (ii) certain information regarding the valuation analyses the Company’s financial adviser performed in support of its fairness opinion.
Pursuant to the terms of the definitive agreement and the merger agreement, NSAM common stockholders stand to receive 1.4663 shares of their respective class of stock in the post-merger combined company. NSAM stockholders are expected to own approximately 33.9% of the combined company despite NSAM’s strong stand-alone prospects. Because the Proposed Transaction is being touted as a merger of equals, NSAM shareholders are not receiving a premium for their shares.
Furthermore, if the Proposed Transaction is consummated, NRF’s executives will receive significant amounts in executive compensation, money which otherwise would have remained in the coffers of the combined company.
If you held NRF securities during the Class Period, have information or would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters please contact Melissa A. Fortunato, Esq. by email at investigations@bespc.com, or telephone at (212) 355-4648, or by filling out the contact form below. There is no cost or obligation to you.
The complaint charges NRF and the members of its board of directors for their violations of Section 14(a) and 20(a) of the Securities Exchange Act of 1934, 15.U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. 240.14a-9, in connection with the Proposed Transaction between Colony Capital, Inc., NorthStar Asset Management Group Inc., and NorthStar Realty Finance Corp.
The Proxy contains materially incomplete and misleading information concerning: (i) the financial projections for Colony, NSAM and NRF, which were relied upon by the Board in assessing the fairness of the merger and by the Company’s financial adviser in connection with preparing its fairness opinion; and (ii) certain information regarding the valuation analyses the Company’s financial adviser performed in support of its fairness opinion.
Pursuant to the terms of the definitive agreement and the merger agreement, NSAM common stockholders stand to receive 1.4663 shares of their respective class of stock in the post-merger combined company. NSAM stockholders are expected to own approximately 33.9% of the combined company despite NSAM’s strong stand-alone prospects. Because the Proposed Transaction is being touted as a merger of equals, NSAM shareholders are not receiving a premium for their shares.
Furthermore, if the Proposed Transaction is consummated, NRF’s executives will receive significant amounts in executive compensation, money which otherwise would have remained in the coffers of the combined company.
If you held NRF securities during the Class Period, have information or would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters please contact Melissa A. Fortunato, Esq. by email at investigations@bespc.com, or telephone at (212) 355-4648, or by filling out the contact form below. There is no cost or obligation to you.