According to the Complaint filed June 24, 2011, the Plaintiff alleges that the Defendant company and its officers and directors breached their fiduciary duties and violated Sections 14(d)(4) and 14(e) of the Exchange Act in attempting to sell the Company.
The complaint alleges that the defendant’s failed to provide materially relevant information in the Recommendation Statement, thereby prohibiting shareholders from rendering an informed decision. The alleged omitted disclosures include: the criteria used by the defendants in selecting other possible merger partners; any indication on when the acquiring company would select executives for the post-merger company or that it anticipated hiring insiders of the target company; and reasoning for the depressed valuation of the proposed offer.
Moreover, the Plaintiff alleges that the offer price undervalued the Company compared to estimates from outside consultants and industry analysts. Further, the complaint states that the officers and directors would personally benefit, at the expense of shareholders, from the merger by joining the new company, thereby creating a conflict of interest and a breach of the defendant’s fiduciary duties.
On October 31, 2011, the Plaintiff filed a Notice voluntarily dismissing all claims in this action without prejudice as to all the Defendants.