According to the Complaint, under the terms of the Agreement and Plan of Merger announced on June 7, 2012, holders of SRI's common stock were entitled to receive $3.70 per share in cash through a cash tender offer followed by a merger. The transaction is valued in the aggregate at approximately $25.06 million in equity value and $38.45 million in enterprise value.
The complaint alleges that in approving the proposed acquisition, however, the Director Defendants have breached their fiduciary duties of loyalty, good faith, due care and disclosure by: (i) agreeing to sell SRI without first taking steps to ensure that Plaintiff and Class members would obtain adequate, fair and maximum consideration under the circumstances; and (ii) engineering the Proposed Acquisition to benefit themselves and/or Synergy without regard for SRI's public shareholders. Moreover, Synergy aided and abetted the Individual Defendants' breaches of fiduciary duty.
In addition, by making misleading statements and material omissions in the
Company's Tender offer solicitation / recommendation filed under Rule 14D-9 filed with the Securities and Exchange Commission on June 13, 2012, defendants violated their fiduciary duties, which prevented shareholders from casting an informed vote for or against the proposed acquisition.
On October 22, 2012, the Defendants’ Motion to Dismiss was GRANTED to the extent that Counts II and III of the Complaint were dismissed without prejudice and with leave to amend.
On December 27, 2012, Defendants’ Motion to Decline Supplemental Jurisdiction Over and Dismiss State Law Claim was granted in part and denied in part. The court allowed the Plaintiff to file an amended complaint on or before January 10, 2013.
On January 11, 2013, the Court issued an order dismissing this case and directed the clerk to close this case.