According to the law firm press release, on September 22, 2016, WCI entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lennar. Pursuant to the Merger Agreement, Lennar will acquire WCI, and WCI shareholders will receive $11.75 in cash and a fraction of a share of Lennar Class A common stock valued at $11.75 for each share of WCI that they own (the “Proposed Transaction”).
The Complaint alleges that, in an attempt to secure shareholder support for the Proposed Transaction, on November 10, 2016, defendants issued materially incomplete disclosures in a Form S-4 Registration Statement (the “Registration Statement”) filed with the United States Securities and Exchange Commission. The Registration Statement, which recommends that WCI stockholders vote in favor of the Proposed Transaction, omits material information necessary to enable shareholders to make an informed decision as to how to vote on the Proposed Transaction, including material information with respect to the process and events leading up to the Proposed Transaction, the opinions and analyses of WCI’s financial advisors, and potential conflicts of interest.
This case was voluntarily dismissed on March 22, 2017.