Tesla Motor Inc.'s proposed acquisition of American energy services provider SolarCity Corp. - worth $2.6 billion - has run into troubled waters and could be deferred.
On Monday, Sept. 19, the company revealed that SolarCity's acquisition could potentially be delayed as Tesla shareholders had filed lawsuits. The four lawsuits against the automaker has been filed by four different shareholders over the imminent buyout and alleges that Tesla's board members breached fiduciary duty as revealed in a Securities and Exchange Commission (SEC) filing.
"Between Sept. 1, 2016 and Sept. 14, 2016, four lawsuits were filed in the Court of Chancery of the State of Delaware by purported stockholders of Tesla challenging the Merger," notes the SEC filing.
The parties that have filed the lawsuit against the automaker are the Arkansas Teacher Retirement System, the City of Riviera Beach Police Pension Fund and shareholders Ellen Prasinos and P. Evan Stephens. The plaintiffs allege that Tesla CEO Elon Musk's too-close association with the management of SolarCity makes it impossible for Tesla to be objective when it comes to purchasing the energy services provider, as aside from being Tesla's Chairman and CEO, Musk also serves as the chairman of SolarCity. He is also related to two of SolarCity's executive officers.
The filing also notes that two more SolarCity board members also hold board memberships and executive positions in Tesla. Therefore, the concerns from the four shareholders.
One of the plaintiffs, Prasinos, is seeking an injunction to halt the acquisition, which could possibly hold up the Tesla and SolarCity deal.
In the event the court permits an injunction to any of the four plaintiffs, the deal may be deferred beyond the end of 2016, which was the anticipated closure date. The hearing is slated for Oct. 18 in Delaware.
Tesla asserts in the regulatory filing that the allegations made in the lawsuit are "without merit." The automaker believes that the shareholders are not likely to be triumphant in deferring the transaction.
"Simply because someone uses litigation to try to delay an acquisition does not mean it will be successful. At this point, it is not yet known if anyone will even end up pursuing such a request. If anyone does, Tesla will oppose it," stated a representative from Tesla.
Tesla also argues in court documents that the plaintiffs have the option of seeking damages from the merged entity and need not hold up the deal. However, the plaintiffs counter that the shareholders could bear irreplaceable damage in the event the merger is complete as intended in Q4 2016. They therefore asked the Delaware Chancery Court to speed up the case.
While it is common for shareholders to file lawsuits if they are displeased with potential mergers, courts in Delaware tend to align with the management. However, the fact that Musk occupies a prominent place in both companies - owning more than 20 percent of both entities - and his cousins are the CEO and CTO of SolarCity, the intended deal may be the subject of further scrutiny.
SolarCity has not commented on the situation.
