According to a press release dated December 31, 2009, the complaint alleges that Revlon and certain of its officers and directors violated the federal securities laws and Delaware state law by omitting to disclose material information from those persons who tendered their shares into Revlon's September 24, 2009 Exchange Offer, pursuant to which Revlon offered to exchange each outstanding share of its Class A common stock ("Common Stock") for one share of a newly issued series of Revlon Series A preferred stock. The Exchange Offer was the outgrowth of a proposal by Revlon's controlling stockholders, MacAndrews & Forbes Holdings Inc. and certain of its affiliates, to acquire all of the shares of Revlon's common stock they did not already own. Following the October 8, 2009 consummation of the Exchange Offer, pursuant to which the members of the Class tendered 9,336,905 shares of Revlon Class A common stock for shares of Series A Preferred, Revlon announced stellar financial results for its quarter ended September 30, 2009 ("Third Quarter 2009") causing the Company's Class A common stock price to rise by over 300%.
The complaint further alleges that despite the fact that the Exchange Offer closed only a week after Revlon's Third Quarter 2009, its stockholders were not provided with material information about the Company's expected positive results possessed by defendants in the Offer Materials. The tendering stockholders were entitled to receive such critical information before deciding whether to exchange their common stock.
On March 16, 2010, Chief Judge Gregory M. Sleet granted the motion to appoint John Garofalo as lead plaintiff and approved his selection of Berger & Montague, P.C., as lead counsel. On October 27, 2010, one of the individual director defendants was voluntarily dismissed from the action. A sealed Amended Complaint was filed on July 29, 2011.
On October 10, 2012, the parties entered into a Stipulation and Agreement of Compromise, Settlement and Release.