According to the complaint, on May 9, 2012, Cost Plus issued a press release announcing that it had entered into a definitive merger agreement with Bed Bath & Beyond to acquire Cost Plus, via a tender offer made by Bed Bath & Beyond's wholly-owned subsidiary Blue Coral Acquisition Corp., in a deal valued at approximately $554 million. Under the terms of the Proposed Transaction, Cost Plus common shareholders will receive $22.00 per share in cash for each Cost Plus share they own.
Specifically, pursuant to the Agreement and Plan of Merger dated May 8, 2012
entered into between Cost Plus, Bed Bath & Beyond, and the Merger Sub, Bed
Bath & Beyond announced that Merger Sub would commence a cash tender offer to purchase all outstanding shares of Cost Plus common stock at a purchase price of $22.00 per share in cash, to be followed by a merger of Merger Sub with and into the Company.
The complaint alleges that on May 25, 2012, the Company filed a schedule 14D-9 Recommendation Statement with the Securities and Exchange Commission ("SEC") in connection with the Proposed Transaction. The Recommendation Statement fails to provide the Company's shareholders with material information and provides them with materially misleading information thereby rendering the shareholders unable to make an informed decision regarding whether to tender their shares in support of the Proposed Transaction.
On June 26, 2012, a plaintiff filed a Notice voluntarily dismissing this action without prejudice as to all defendants.
On February 11, 2013, the parties entered into a Stipulation of Settlement. The Settlement was preliminarily approved by the Court on July 18. On December 5th, the Court issued an Order granting final approval of the Settlement and also awarding attorneys' fees and expenses.