According to the law firm press release, Hot Topic is a mall- and Web-based specialty retailer of apparel, accessories, music and gift items for young men and women.
On March 7, 2013, Hot Topic and Sycamore Partners announced that they had entered into a merger agreement whereby Sycamore Partners would acquire all of Hot Topic's outstanding stock for $14.00 per share in cash (the "Proposed Acquisition"). The complaint alleges that defendants breached their fiduciary duties and/or aided and abetted such breaches in connection with the Proposed Acquisition by conducting a flawed sales process designed to deliver the Company to Sycamore Partners and provide material benefits to Company insiders. In an attempt to secure shareholder support for the unfair Proposed Acquisition, on April 24, 2013, Hot Topic issued a materially false and misleading Preliminary Proxy Statement Pursuant to §14(a) of the 1934 Act (the "Proxy"). The Proxy, which recommends that Hot Topic's shareholders vote in favor of the Proposed Acquisition, omits and/or misrepresents material information in contravention of §§14(a) and 20(a) of the 1934 Act regarding the unfair consideration offered in the Proposed Acquisition and the actual intrinsic value of the Company. The omitted information is material to the impending decision of Hot Topic shareholders whether or not to vote in favor of the Proposed Acquisition and/or whether to seek appraisal for their shares.
On July 29, 2013, the Court issued an Order consolidating the cases, but declined to appoint lead plaintiff and lead counsel.
On August 20, 2013, the Court appointed City of Livonia Employees' Retirement System as Lead Plaintiff for the class. Plaintiff filed a Consolidated Complaint on October 3, 2013, alleging the various causes of action.
On May 2, 2014, the Individual Defendants' Motion to Dismiss was GRANTED IN PART and DENIED IN PART, and the Sycamore Defendants' Motion to Dismiss was GRANTED. The Court dismissed without leave to amend the entirety of Plaintiff's Consolidated Complaint against the Sycamore Defendants, dismissed without leave to amend Count IV of Plaintiff's Consolidated Complaint against Hot Topic, and dismissed with leave to amend Count III of Plaintiff's Consolidated Complaint against the Individual Defendants. Plaintiff shall have until May 27, 2014, to file an amended complaint.
The parties entered into a Settlement Agreement on April 30, 2015. This Settlement was preliminarily approved by the Court on June 30.