According to a complaint filed on October 11, 2011, the Plaintiffs allege violations of the federal securities laws and seek to enjoin an announced merger.
On or about September 12, 2011, the Individual Defendants caused the Company to enter into an agreement and plan of merger to be acquired by the Bidder in an all cash merger. Pursuant to the Merger Agreement, the Company’s shareholders will receive $8.00 in cash in exchange for each share of common stock they own and the transaction is valued at approximately $1,073 million. According to the press release announcing the Proposed Transaction, the Proposed Transaction is anticipated to be completed in early 2012.
As disclosed in the Schedule 14A Preliminary Proxy Statement filed with the SEC on October 7, 2011, the Board instructed the Company’s financial advisor to discuss the Bidder’s interest in a potential transaction with the Company. The Proxy does not indicate whether the Board undertook any actions to investigate or protect in the sales process against any conflicts of interest that stemmed from the financial advisor’s ownership of the Company’s stock and/or Bidder common stock. According to the Plaintiffs, without knowing the nature and scale of the financial advisor’s interests in the Company and/or the Bidder’s common stock, Plaintiffs cannot form a judgment as to whether the analyses and advice rendered by the financial advisor to the Company in connection with the Proposed Acquisition might have been manipulated by the financial advisor to suit its own trading interests.
The complaint further asserts that the Proxy omits and/or misstates material information about both the sales process and the advisor’s financial analysis that was relied upon by the Board in recommending the Proposed Transaction. Because of these omissions and misstatements, Plaintiffs cannot make a fully informed decision as to whether to vote their shares in favor of the Proposed Transaction.
The Plaintiff claims this information is material to the Company’s public shareholders’ upcoming decision, and therefore the Defendants’ conduct constitutes violations of §§14(a) and 20(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”). Plaintiffs seek to enjoin Defendants from taking any steps to consummate the Proposed Transaction and enjoin Defendants from seeking shareholder approval of the Proposed Transaction until they comply with their duties under §§14(a) and 20(a) of the Exchange Act to provide shareholders with all material information necessary to make the statements contained in the Proxy not false and misleading.
On May 30, 2012, the Court issued an order of dismissal with prejudice.