According to the Complaint, On December 14, 2016, Neustar issued a press release announcing that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to sell Neustar to Golden Gate. Under the terms of the Merger Agreement, Golden Gate will acquire all outstanding shares of Neustar for $33.50 in cash (the “Merger Consideration”).
On January 17, 2017, Neustar filed a Preliminary Proxy Statement on Schedule 14A (the “Proxy”) with the U.S. Securities and Exchange Commission (“SEC”). The Complaint alleges the Proxy, which recommends that Neustar stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Neustar management’s projections, utilized by the Company’s financial advisor, J.P. Morgan Securities, LLC (“J.P. Morgan”), in its financial analyses; (ii) the valuation analyses performed by J.P. Morgan in connection with the rendering of its fairness opinion; and (iii) the background of the Proposed Transaction. The failure to adequately disclose such material information constitutes a violation of the above-referenced sections of the Exchange Act as stockholders need such information in order to cast a fully-informed vote in connection with the Proposed Transaction.
This case was voluntarily dismissed on March 28, 2017.