According to a complaint filed on July 27, 2011, the plaintiffs allege violations of the federal securities laws based on a proposed merger acquisition.
The plaintiffs claim that defendants breached their fiduciary duties by entering into the proposed transaction with deficient sales process. Specifically, the complaint charges that defendants used a process that favored the bidder company, which already held a 9.5% steak in the target company, and refused to seriously consider other competing offers that offered a higher price for the company. Further, the plaintiffs state that the proposed transaction included preclusive deal protection devices, including: (i) a no-solicitation provision prohibiting the company from properly shopping the company; (ii) a termination fee payable by the company to bidder company for up to $80 million if an unsolicited superior offer materializes and is accepted; and (iii) a three-day matching rights period during which the bidder company can match any superior proposal received by the company.
Plaintiffs also claim that defendants released a materially misleading proxy statement when soliciting shareholder votes for the proposed transaction. According to the complaint, the proxy failed to include information about the following issues: the process leading to the proposed transaction, the investment bank’s public market trading benchmarks, the investment bank’s discounted cash flow analysis, investment bank’s precedent change of control premiums analysis, sell-side research analysts’ future price targets, hypothetical future stock price analysis, and the leveraged buyout analysis. Accordingly, the plaintiffs claim that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and the rules promulgated thereunder.
On June 28, 2012, the Court issued an Order granting the Motion to Stay. This case is stayed on the agreed terms of the parties.
On June 29, 2012, the plaintiffs filed an amended complaint.
On March 12, 2013, the plaintiff filed Notice voluntarily dismissing this action with prejudice.