An investor in Genesco Inc. shares has filed a proposed securities class action against UBS Securities, LLC on behalf of all holders of the common stock of Genesco, Inc. The lawsuit stems from its terminated merger with The Finish Line.
According to the complaint, the plaintiff alleges claims arising from the defendants' tortious interference with an existing economic relationship with regard to the planned acquisition by The Finish Line, Incorporated of all of the common stock of Genesco for $54.50 per share. On June 17, 2007, Finish Line and Genesco, Inc. executed a definitive Agreement and Plan of Merger after Finish Line won a bidding contest for the right to acquire all of the outstanding common stock of Genesco for $54.50 per share in cash.
The suit notes that UBS Securities, LLC acted as Finish Line's financial advisor and financier in connection with the Planned Merger and played an active role in conducting due diligence and negotiating the tenus of the Merger Agreement, so the lawsuit. The complaint reportedly alleges that defendants' tortious conduct included, among other things, intentionally failing to prepare financing documents essential for timely completion of the merger financing; using a consultant to strategize ways for UBS to force Genesco to share the pain caused by credit market changes; ( making unreasonable and baseless demands for millions of pages of information about Genesco's then-current operating and financial performance; making baseless public allegations that a “Material Adverse Effect” had occurred in Genesco's business that would negate the Merger Agreement; refusing to do any work on critical merger financing documents; ( threatening to file fraud claims against Genesco and suggesting that such claims would lead to the commencement of government investigations; (vii) making baseless public allegations that Genesco and its senior management fraudulently induced UBS to enter the Commitment Letter; (viii) making baseless public allegations that Genesco and its senior management violated federal securities laws; and (ix) orchestrating circumstances to suggest that the merged Genesco Finish Line entity would be insolvent.
A statement is asking other shareholders to join in the litigation in order to achieve class action status.