Ceres, Inc. was an American biotechnology company based in Thousand Oaks, California. Its commercial products were seeds of genetically modified crops used for biofuel production.

According to the Complaint, on June 16, 2016, Ceres’s Board of Directors (the “Board” or the “Individual Defendants,” and together with Ceres and Land O’ Lakes, “Defendants”) caused Ceres to enter into an agreement and plan of merger, pursuant to which stockholders of Ceres will receive $0.40 in cash for each share of Ceres common stock held.

The Complaint alleges on July 1, 2016, Defendants issued materially incomplete disclosures in the Solicitation/Recommendation Statement (the “Solicitation Statement”) filed with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Solicitation Statement is deficient and misleading in that it fails to provide adequate disclosure of all material information related to the Proposed Transaction.

On November 28, 2016, this action was dismissed for failure to prosecute.