According to the Complaint, on April 17, 2017, the Company announced that it had entered into an agreement and plan of merger (the “Merger Agreement”), dated April 16, 2017, by which Parent, through its wholly owned subsidiary AMETEK Atom, Inc., (the “Merger Sub,” and together with Parent, “AMETEK”) will acquire all of the outstanding shares of MOCON in an all-cash transaction (the “Proposed Transaction”). If consummated, MOCON stockholders will receive $30.00 in cash for each share of MOCON stock that they own (“Merger Consideration”). The Proposed Transaction was valued at approximately $182 million at the time of the announcement.
The Complaint alleges on April 28, 2017, defendants issued materially incomplete and misleading disclosures in the Schedule 14A Information Statement (the “Proxy Statement”) filed with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. The Proxy Statement materially misleading in that it fails to provide adequate disclosure of material information related to the Proposed Transaction.