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http://nycourts.law.com/CourtDocumentViewer.asp?view=Document&docID=48530

Judge Holwell

PLAINTIFFS ASSERTED claims against Vivendi Universal SA and others arising from a merger agreement entered into by the corporate parties in 2001, pursuant to which plaintiff Liberty Media Corp. exchanged shares of one of its subsidiaries for Vivendi shares. Plaintiffs alleged that defendants knew that Vivendi faced a looming liquidity crisis in 2001 and that defendants concealed that crisis from plaintiffs during and following negotiation of the merger agreement in order to keep the price of Vivendi stock artificially high and induce plaintiff to consummate the deal. Plaintiffs further alleged that, as a result of the transaction, they suffered economic losses following the inevitable decline in Vivendi’s market value. The court granted defendants’ motions to dismiss plaintiffs’ Securities Exchange Act §10(b) claims as to alleged omissions regarding Vivendi’s sale of put options to banks and its share repurchase program, finding no actionable omission since the share repurchase program was disclosed.

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