According to the Complaint, on March 17, 2014, Hastings announced that it had entered into a definitive agreement and plan of merger ("Merger Agreement") under which the Buyout Group would acquire all of the outstanding, publicly-held common shares of Hastings. Under the terms of the transaction, Hastings shareholders will receive $3.00 in cash for each Hastings share they own.
On April 22, 2014, Hastings filed a preliminary proxy statement on Schedule 14A with the SEC ("Preliminary Proxy"). The Preliminary Proxy is intended to solicit shareholder votes in connection with the Proposed Transaction.
The Complaint alleges that in violation of Section 14 of the Exchange Act, the Preliminary Proxy contains a number of material omissions concerning, among other things: (a) the background of the transaction; (b) key management projections; (c) the financial analysis of Hastings' financial advisor, SunTrust Robinson Humphrey, Inc. ("STRFI"); (d) potential conflicts of interest of STRH; and (e) potential conflicts of interest of George K. Baum Capital Advisors, Inc. ("Baum") Hastings' second financial advisor. It is critical that Hastings' public shareholders receive complete and accurate information about the Proposed Transaction in order to enable them to decide whether to vote in favor of the Proposed Transaction.
On November 3, 2014, the Plaintiff filed a Notice voluntarily dismissing this case. The Court issued an Order of dismissal 2 days later.