According to the Complaint, on May 31, 2016, Electro Rent Corporation (“Electro” or the “Company”) and Platinum
LLC, and its affiliates Elecor Intermediate Holding II Corporation (“Merger Sub 1”) and Elecor Merger Corporation (“Merger Sub 2”)(collectively, “Platinum”) jointly announced that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”) that will culminate in Platinum, through Merger Sub 1 and Merger Sub 2, acquiring all of the outstanding shares of Electro. Under the terms of the merger agreement, Electro public stockholders will receive $13.12 in cash for every share of Electro common stock held, for an approximate aggregate value of $323.4 million (the “Proposed Acquisition”).
The Complaint alleges in the Schedule 14A Preliminary Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on June 7, 2016 (the “Proxy”), defendants failed to disclose all material information necessary for Electro stockholders to make an informed decision regarding the Proposed Acquisition. Specifically, the Proxy omits and/or misrepresents material information concerning, among other things: (1) the background of the Proposed Acquisition; (2) the data and inputs underlying the financial valuation exercises that purportedly support the so-called “fairness opinions” provided by Electro’s financial advisor; and (3) Electro’s financial projections.
This case was voluntarily dismissed on October 6, 2016.