According to the law firm press release, Rite Aid is a retail drugstore chain that sells prescription drugs and a range of other merchandise referred to as "front-end products."
On October 27, 2015, Rite Aid and Walgreens jointly announced that they had entered into an Agreement and Plan of Merger pursuant to which Walgreens will purchase Rite Aid for $9.00 per share in cash. The Proposed Transaction is valued at $17.2 billion.
The complaint alleges that in connection with the Proposed Transaction, on November 23, 2015, defendants filed a materially false and misleading preliminary proxy statement on Schedule 14A (the "Proxy") with the SEC in violation of §§14(a) and 20(a) of the 1934 Act. The Proxy, which recommends that Rite Aid shareholders vote in favor the Proposed Transaction, fails to disclose material information regarding the negotiation and approval of the Proposed Transaction and deprives the Company's shareholders of their right to cast an informed vote on the deal. According to the complaint, the Proxy fails to disclose the following material information, which renders the statements in the Proxy materially false and/or misleading: (a) the terms of a certain alternate bidder's indications of interest; (b) the nature of the Board's financial advisor's conflict of interest; (c) management's financial forecast; (d) management's alternate forecast; (e) discussions regarding financial benefits to the Board and Rite Aid management; (f) discussions regarding management's equity rollovers; and (g) material metrics and assumptions underlying the financial advisor's valuation analysis. Without this material information, the Company's shareholders cannot make an informed decision on how to vote their shares or whether to seek appraisal.