NSTAR Former Employee Investigation

If you are a former employee of NStar that currently also hold NST shares, including those who are members of any of NStar’s investment plans or profit sharing retirement plans,current investor in NSTAR (NYSE:NST) shares, and/or have any information relating the investigation, you have certain options and you should contact the Shareholders Foundation, Inc.

To have your information reviewed for options and to recieve notifications about this investigation, please use this form. You may also send an email to mail@shareholdersfoundation.com, or call us at (858) 779-1554.
Company Name(s): 
NSTAR
Affected Securities: 
NYSE: NST

After Northeast Utilities proposed to take over NSTAR an investigation on behalf of former employees of NStar that currently also hold NST shares, including those who are members of any of NStar’s investment plans or profit sharing retirement plans, over possible breaches of fiduciary duties was announced.

The investigation by a law firm which was expanded to also former employees that are also current NST stockholders concerns whether Northeast Utilities ,NSTAR and its Board breached their fiduciary duties owed to NSTAR (NYSE:NST) investors, including former employees that also hold NST shares, in connection with the proposed takeover.

On Monday, October 18, 2010, NSTAR (NYSE:NST) and Northeast Utilities (NYSE:NU) announced that both companies’ Boards of Trustees have unanimously approved a merger agreement, under which NSTAR shareholders would receive 1.312 Northeast Utilities common shares for each NSTAR share that they own in a transaction with a total equity value of $9.5 billion and an enterprise value of $17.5 billion.

Shares of NSTAR (NYSE:NST) traded before the announcement at $39.66 per share and increased as much as $40.83 per share in response to the takeover news.

But NSTAR itself had to admit that the exchange ratio reflects a no premium merger based on the average closing share price of each company for the preceding 20 trading days.

Thus the investigation by the law firm concerns whether a sale process and the offered price are unfair.

NSTAR reported over the past four years relatively stable 12 months total revenues ranging from $3.05billion to $3.58billion. Its Net income rose from $208.73million in 2006 to $255.21million in 2009.

The investigation concerns whether the NSTAR Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders including former employees that are also current stockholders of NSTAR (NYSE:NST) and breached their fiduciary duties to NSTAR (NST) shareholder/former employees by failing to adequately shop the Company before entering into the proposed transaction with Northeast Utilities.