According to the Complaint, this action stems from a proposed transaction announced on January 24, 2017 (the “Proposed Transaction”), pursuant to which GenVec, Inc. (“GenVec” or the “Company”) will be acquired by Intrexon Corporation (“Parent”) and Intrexon GV Holding, Inc. (“Merger Sub,” and together with Parent, “Intrexon”). On January 24, 2017, GenVec’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with Intrexon.
On March 17, 2016, defendants filed a Form S-4 Registration Statement (the “Registration Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. The Complaint alleges the Registration Statement, which recommends that GenVec’s stockholders vote in favor of the Proposed Transaction, omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.
This case was voluntarily dismissed on April 19, 2017.