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Non-listed REIT
Wells Real Estate Investment Trust
| Chimicles & Tikellis LLP filed two class action lawsuits on behalf of shareholders of Wells Real Estate Investment Trust, Inc., now known as Piedmont Office Realty Trust:
Please visit both web pages on Chimicles & Tikellis LLP’s website to get complete information about the status of each pending lawsuit. |
Washtenaw County ERS v. Wells Real Estate Investment Trust, Inc.
Court Orders:
Complaints:
Press Releases:
Other:
After being appointed as Co-Lead Counsel in this Action, on June 27, 2007, Chimicles & Tikellis LLP filed an Amended Complaint in the United States District Court for the Northern District of Georgia (Case 1:07-cv-00862-CAP) alleging violations of the federal securities laws and breaches of fiduciary duty by Wells Real Estate Investment Trust, Inc. ("Wells REIT" or "Company") and certain of its affiliates, officers and directors. Wells REIT, a real estate investment trust whose stock is not traded on a national stock exchange, is primarily engaged in the acquisition and ownership of commercial real estate properties. The Complaint was filed on behalf of a proposed class ("Class") of the Company's stockholders who are entitled to vote on Wells REIT's proxy statement that was filed with the SEC on February 26, 2007 ("Proxy"). The Complaint also includes derivative claims asserting wrongdoing on behalf of Wells REIT against certain defendants. The Original Complaint had been filed on March 12, 2007 by Chimicles & Tikellis LLP in the United States District Court for the District of Maryland, but the court in Maryland transferred the Action to the Northern District of Georgia (April 27, 2007 Press Release).
On March 31, 2008, the Court entered an Order dismissing certain of the claims but held that Plaintiff had stated a viable federal securities law claim under Section 14(a) of the Exchange Act for Defendants' failure to disclose material information in connection with the Proxy materials disseminated to shareholders that sought their vote on and approval of the Internalization Transaction. At pp. 11-12 of its March 31 Order), as clarified by its May 9, 2008 Clarification Order), the Court considered the allegations of the Amended Complaint with respect to whether certain buyout offers to the Company made by Lexington Realty Trust in letters dated March 5, 2007 and April 5, 2007 (?Lexington Offers?), were material facts that should have been disclosed in the Proxy or a supplement thereto. As alleged in the Amended Complaint,, the March 5, 2007 Offer stated that Lexington would acquire all of the outstanding shares of Wells REIT for $9.25 per share if the Internalization did not occur and $8.90 per share if the Internalization did occur, and Lexington increased that offer to $9.45 and $9.07 per share, respectively, in its April 5, 2007 Offer.
On April 21, 2008, Chimicles & Tikellis LLP filed a Second Amended Complaint in the United States District Court for the Northern District of Georgia. In conformity with the Court?s March 31 Order), the principal focus of the Second Amended Complaint,
is the materially false and misleading Proxy in light of the non-disclosure of the Lexington Offers. The Second Amended Complaint, which seeks damages and other appropriate relief for the Class, charges defendants with violations of the federal securities laws, including Sections 14(a) and 20 of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder.
This Second Amended Complaint seeks to remedy the wrongdoing that was, and continues to be, inflicted against the shareholders of Wells REIT who were asked to approve the self-dealing Internalization whereby directors and officers of Wells REIT improperly garnered millions in excessive and unjustifiable consideration. The Second Amended Complaint includes allegations that:
- At the time the Proxy was disseminated and prior to the shareholders? vote on the Proxy, Defendants knew and did not disclose the Lexington Offers to purchase all of the outstanding shares of Wells REIT stock at a per share price that would be materially reduced if the Internalization occurred. These offers were at a price that exceeded the stock price employed by Defendants for computing the number of shares they conveyed to certain Individual Defendants in effecting the Internalization and calculating the Internalization Consideration.
- Defendants? conduct in pursuing this self-dealing Internalization transaction demonstrates that all Defendants had only one, predetermined objective which was to consummate the Internalization, even at the expense of the shareholders? best interests and in contravention of the Defendants? legal duties.
If you wish to discuss this Action further, have any questions concerning this notice or your rights or interests, or need additional information on this Action please contact:
Nicholas E. Chimicles
Kimberly M. Donaldson -- E-mail: KimDonaldson@chimicles.com
CHIMICLES & TIKELLIS LLP
361 West Lancaster Avenue
Haverford, PA 19041
Telephone: 610-642-8500
Toll Free: 866-399-2487
Fax: 610-649-3633
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