According to the Complaint, on December 3, 2016, FairPoint’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, shareholders of FairPoint will receive 0.7300 shares of Parent common stock for each share of FairPoint common stock. Based on Parent’s closing stock price on December 2, 2016, the merger consideration was valued at approximately $20.72 per share. However, based on Parent’s closing stock price on January 20, 2017, the merger consideration is valued at only approximately $19.13 per share.
On January 26, 2017, 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 omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.