According to the law firm press release, FEI designs, manufactures and supports a broad range of high-performance microscopy workflow solutions that provide images and answers at the micro-, nano- and picometer scales.
On May 27, 2016, FEI and Thermo Fisher announced that they had entered into a definitive merger agreement under which FEI would be acquired by Thermo Fisher (the "Acquisition"). Following a vote of FEI shareholders approving the Acquisition, FEI stockholders received $107.50 in cash for each share of FEI common stock held.
The complaint alleges defendants breached their fiduciary duties and/or aided and abetted such breaches and violated state and federal law in connection with the Acquisition. Specifically, the complaint alleges that in an attempt to secure shareholder support for the Acquisition, on June 24, 2016, defendants issued a materially false and misleading Preliminary Proxy Statement on Schedule 14A (the "Proxy"). The Proxy, which recommended that FEI shareholders vote in favor of the Acquisition, omits and/or misrepresents material information about the unfair sales process for the Company, the unfair consideration offered in the Acquisition, and the actual intrinsic value of the Company on a standalone basis and as a merger partner for Thermo Fisher in contravention of §§14(a) and 20(a) of the 1934 Act and/or defendants' fiduciary duty of disclosure under state law.