According to the complaint filed January 18, 2011, the Proposed Transaction is at a grossly inadequate and unfair price and was arrived at by an unfair and tainted process that was intended to provide valuable assets of AirTran to defendants for unfair and inadequate consideration. Defendants have acted together, in concert, or in conspiracy to the detriment of the Company and in breach of the Director Defendants' fiduciary duties to AirTran.
On November 19, 2010, Defendants filed a registration statement on Form S-4 (the "Proxy") with the Securities and Exchange Commission ("SEC") in connection with the Proposed Acquisition pursuant to which, inter alia, the AirTran Board of Directors recommended that AirTran stockholders vote "FOR" the approval and adoption of the Merger Agreement and in favor of the Proposed Acquisition at a shareholder vote to be scheduled. I connection with the Proxy, Defendants have breached their duty of candor by failing to disclose material information (as described below) to Proxy shareholders necessary for them to determine whether to vote in favor of the Proposed Acquisition.
On February 9, 2011, the defendants filed a motion to stay, which was granted on May 16, 2011. The defendants filed a motion to lift the stay and motion to dismiss on September 16, 2011, which was granted on October 26, 2011. The Clerk's Judgment was entered in favor of the defendants that same day. The action is now dismissed with prejudice.