Calamos Asset Management Inc. is facing a putative class-action lawsuit alleging that the company's board and controlling stockholders violated their fiduciary duties to shareholders regarding its proposed deal to go private.
The complaint was filed Jan. 25 in the Court of Chancery of the State of Delaware against the company's board; John Calamos Sr., founder and global chief investment officer of Calamos Investments LLC; John Koudounis, CEO of Calamos Asset Management; a unit of Calamos Partners LLC; and CPCM Acquisition Inc. It alleges that the deal's offer price undervalues the company's shares and that the offer and proposed transaction are "structurally coercive."
The complaint also alleges that the merger agreement "contains certain allegedly preclusive deal protection provisions" and that the company's public disclosures are "materially incomplete and misleading."
Calamos Asset Management said it believes that the allegations are without merit and expects the defendants to "defend against them vigorously."