The $14.4 billion Arkansas Teacher Retirement System, Little Rock, has filed a class-action lawsuit against Alon USA Energy Inc. and Delek US Holdings Inc. for allegedly breaching their fiduciary duties in Delek's proposed acquisition of the remaining 53% of Alon common stock not already owned by Delek.
The lawsuit, filed in a Delaware Chancery Court on June 15, claims that the proposed transaction "promises an unfair price to Alon's public stockholders" and "resulted from an unfair process that bore no resemblance to genuine arm's-length negotiations and was deeply influenced by Delek's controlling shareholder status."
Delek announced in January it was acquiring the rest of Alon's shares for $464 million.
The lawsuit adds that Alon's 2017 proxy statement contains "materially incomplete, misleading and/or inaccurate" representations about the merger and Alon stockholders, as a result, will not be able to "cast fully informed votes" on the transaction at the company's annual meeting June 28.
A Delek spokesman declined to comment. An Alon spokesman could not immediately be reached for comment.