BALA CYNWYD, PA / ACCESSWIRE / February 20, 2017 / Law office of Brodsky & Smith, LLC today announced that on February 15, 2017, a class action was commenced on behalf of all holders of American DG Energy Inc. ("ADGE" or the "Company") (NYSE MKT: ADGE) common shares in the United States District Court for the District of Massachusetts relating to the proposed acquisition by Tecogen, Inc. ("Tecogen") (the "Proposed Transaction").
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The complaint charges ADGE and the Board of Directors of ADGE (the "Board"), with violations of the Securities Exchange Act of 1934 ("1934 Act") and Sections 14(a) and 20(a) promulgated thereunder. The complaint further asserts claims against the Company's financial advisor, Cassel Salpeter & Co., LLC ("Cassel Salpeter"), Tecogen, John N. Hatsopoulos and George N. Hatsopoulos. If you are an ADGE common shareholder and wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. Any member of the putative 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.
ADGE distributes and operates on-site cogeneration systems that produce both electricity and heat. The Company also distributes and operates natural gas powered cooling systems.
The complaint alleges that ADGE, the Board, Tecogen, Tecogen-ADGE Acquisition Corp. ("Merger Sub"), Cassel Salpeter, John N. Hatsopoulos, and George N. Hatsopoulos breached their duties, and/or aided and abetted such breaches, in connection with their attempt to consummate the Proposed Transaction pursuant to an unfair process and for an unfair price. In addition, the complaint alleges that defendants disseminated a false and misleading Form S-4 Registration Statement, which contains a joint proxy statement/prospectus (the "Registration Statement") in violation of §14(a) and §20(a) of the 1934 Act and Rule 14a-9 promulgated thereunder in connection with the Proposed Transaction.
On November 2, 2016, ADGE and Tecogen entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Merger Sub will merge with and into ADGE, with ADGE continuing as the surviving corporation and as a wholly owned subsidiary of Tecogen. Under the terms of the Merger Agreement, ADGE public stockholders will receive 0.092 shares of Tecogen common stock for each share of ADGE common stock that they own (the "Exchange Ratio"). Based on the $4.03 closing price of Tecogen common stock on November 1, 2016, the last trading day before public announcement of the Proposed Transaction, the Exchange Ratio represents approximately $0.37 in Tecogen common stock for each share of ADGE. Thereafter, on December 21, 2016, defendants caused the Registration Statement be filed with the SEC. On January 30, 2017, defendants filed Amendment No. 1 to the Registration Statement. Plaintiff's complaint was filed on February 15, 2017.
The complaint alleges, among other claims, that the Registration Statement contains a number of false and misleading statements that are material to shareholders who are expected to rely on the Registration Statement to determine whether to approve the Proposed Transaction. The Registration Statement 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 ADGE's prospective financial information.
If you own shares of ADGE stock and wish to discuss the legal ramifications of the investigation, or have any questions, you may e-mail or call the law office of Brodsky & Smith, LLC who will, without obligation or cost to you, attempt to answer your questions. You may contact Jason L. Brodsky, Esquire or Evan J. Smith, Esquire at Brodsky & Smith, LLC, Two Bala Plaza, Suite 510, Bala Cynwyd, PA 19004, by visiting http://www.brodskysmith.com/cases/american-dg-energy-inc-nyse-mkt-adge-2/, or calling toll free 877-LEGAL-90.
Brodsky & Smith, LLC is a litigation law firm with extensive expertise representing shareholders throughout the nation in securities and class action lawsuits. The attorneys at Brodsky & Smith have been appointed by numerous courts throughout the country to serve as lead counsel in class actions and have successfully recovered millions of dollars for our clients and shareholders. Attorney advertising. Prior results do not guarantee a similar outcome.
SOURCE: Brodsky & Smith, LLC