According to a law firm's press release, the Complaint alleges that on June 23, 2016, Full Circle’s Board of Directors caused Full Circle to enter into an agreement and plan of merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, shareholders of Full Circle will be entitled to elect to receive a special $0.22 dividend per share of Full Circle common stock, as well as shares of Great Elm common stock such that Full Circle stockholders will own approximately 38% of the combined company. The combined company is valued at approximately $190 million, and Full Circle will be valued at approximately $81 million, before the special cash dividend and transaction costs.
The Complaint further alleges that on August 1, 2016, Defendants filed a Form N-14 Registration Statement (the “Registration Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. According to the Complaint, the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading.