U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 21154 / July 27, 2009
SEC v. Khaled Mohammed Sharif Al Sayed Al Hashemi a.k.a Khaled Al Hashemi, Civil Action No. 09-CV-6650 (S.D.N.Y.) (HB)
SEC Obtains Emergency Asset Freeze in Connection with Insider Trading in the Securities of Nova Chemicals Corporation
The Securities and Exchange Commission ("Commission") today announced the filing of an emergency action in the United States District Court for the Southern District of New York against Khaled Al Hashemi, a citizen and resident of Abu Dhabi, United Arab Emirates, for engaging in unlawful insider trading in the securities of Nova Chemicals Corporation ("Nova") before a February 23, 2009 merger announcement with International Petroleum Investment Company ("IPIC"). The Commission's complaint alleges that Hashemi reaped $458,760 in profits by unlawfully trading in advance of the merger announcement. The Commission also obtained a temporary restraining order freezing Hashemi's assets as well as other emergency relief.
According to the Commission's complaint, Nova, which had principal executive offices in Pittsburgh, Pennsylvania and Alberta, Canada, is a producer of plastics and chemicals. Its common stock was traded on the New York Stock Exchange and Toronto Stock Exchange until July 2009, when the merger with IPIC became effective.
The complaint alleges that Hashemi purchased 120,000 shares of Nova common stock through his online brokerage account in the two weeks leading up to the merger announcement. These purchases began to accelerate as the merger date approached, as he made 54 percent of his total purchases on the last trading day before the announcement. Hashemi funded these purchases by liquidating nearly 80 percent of the value of his stock portfolio, and by wiring approximately $100,000 into his trading account. The complaint also alleges that, immediately prior to the merger announcement, Hashemi placed pre-market limit orders to sell some of the Nova stock that he had purchased in the preceding weeks at prices significantly higher than the previous trading day's closing price. On February 23, after the merger was announced, Nova's stock price increased 289 percent, and Hashemi sold his entire Nova position.
As a result of the conduct described in the complaint, the Commission alleges that Hashemi violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and seeks a permanent injunction, disgorgement of his unlawful trading profits, together with prejudgment interest, and civil monetary penalties from Hashemi.
The Commission acknowledges the assistance of New York Stock Exchange Regulation in this matter.