On July 21, 2009, Wolf Haldenstein Adler Freeman & Herz LLP filed a class action lawsuit in the United States District Court, Southern District of New York, on behalf of all persons who purchased the common stock (Class A or B) of Tronox, Inc. ("Tronox" or the "Company") [OTB:TRXAQ; OTC:TRXBQ] between November 29, 2005 and January 12, 2009 against certain officers and directors of Tronox, Kerr-McGee Corporation ("Kerr-McGee"), Anadarko Petroleum Corporation ("Anadarko"), and certain officers and directors of Kerr-McGee pursuant to Section 10(b) and 20(a) of the Exchange Act [15 U.S.C.'78j(b) and 78t(a)] and Rule 10b-5 promulgated thereunder by the SEC [17 C.F.R.240.10b-5] (the 'Class').
The case name is styled Shi v. Kerr-McGee Corporation, et al. A copy of the complaint filed in this action is available from the Court, or can be viewed by clicking on the link to the right.
The Complaint alleges that the Defendants fraudulently concealed Tronox's massive environmental liabilities and resulting financial problems causing massive losses to innocent investors while unjustly enriching themselves.
Kerr-McGee spun-off Tronox into an independent entity in a two-step process. First, in November of 2005, Kerr-McGee generated $225 million in proceeds following the initial public offering of Tronox at the price of $14.00 per share (the "IPO") and retained control of 56.7% of Tronox's outstanding common stock. Next, in March of 2006, Kerr-McGee distributed its remaining 56.7% stake in Tronox to shareholders as Class B shares by way of a dividend (the "Dividend Issuance").
The Complaint further alleges that defendants, at the time of the IPO, knowingly mislead and misrepresented investors by materially understating the scope of Tronox's environmental and tort liabilities. The Registration Statement (the "Registration Statement"), and the prospectus therein, contained information that was materially false, misleading and ignored the adverse conditions facing Tronox. As is explained in further detail in the Complaint, Tronox has put forth allegations in its bankruptcy action (Tronox, Inc. v. Anadarko Petroleum Corp., et al.) that the Registration Statement was materially misleading and greatly understated the liabilities that Tronox was burdened with. The Defendants continually misled investors throughout the Class Period by making materially false statements and concealing the true nature of Tronox's liabilities in numerous press releases and SEC filings.
On June 22, 2006, Anadarko made an offer seeking to acquire Kerr-McGee for $18 billion, which included $16.4 billion in cash. On August 10, 2006, the Kerr-McGee shareholders voted to approve the offer and Kerr-McGee became a wholly-owned subsidiary of Anadarko, and as a result, Anadarko became the successor-in-interest to Kerr-McGee.
Eventually, the market was able to uncover what the Defendants were attempting to conceal, Tronox's environmental and tort liabilities were in far excess of what had been represented, and, as a result, Tronox was in financial ruin and would need to seek the protection of bankruptcy laws therefore rendering the stockholders' investments virtually worthless.
In ignorance of the false and misleading nature of the statements described in the complaint, and the deceptive and manipulative devices and contrivances employed by said defendants, plaintiff and the other members of the Class relied, to their detriment, on the integrity of the market price of Tronox common stock. Had plaintiff and the other members of the Class known the truth, they would not have purchased said securities, or would not have purchased them at the inflated prices that were paid.
On October 13, 2009, the Court consolidated the various cases and appointed lead plaintiff and lead counsel. On November 24, 2009, a consolidated class action complaint was filed. It is available by clicking on the link to the right. On January 11, 2010, the defendants filed a motion to dismiss the consolidated class action complaint. The Court has not yet ruled on this motion.
Wolf Haldenstein has extensive experience in the prosecution of securities class actions and derivative litigation in state and federal trial and appellate courts across the country. The firm has approximately 70 attorneys in various practice areas; and offices in Chicago, New York City, San Diego, and West Palm Beach. The reputation and expertise of this firm in shareholder and other class litigation has been repeatedly recognized by the courts, which have appointed it to major positions in complex securities multi-district and consolidated litigation.
If you wish to discuss this action or have any questions, please contact Wolf Haldenstein Adler Freeman & Herz LLP at 270 Madison Avenue, New York, New York 10016, by telephone at (800) 575-0735 (Gregory Mark Nespole, Esq., or Derek Behnke), via e-mail at firstname.lastname@example.org. All e-mail correspondence should make reference to Tronox.