According to the Complaint, on March 30, 2017, TRC’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 Bolt Infrastructure Parent, Inc. (“Parent”) and Bolt Infrastructure Merger Sub, Inc., (“Merger Sub,” and together with Parent, New Mountain Partners IV, L.P., and New Mountain Capital, L.L.C., “New Mountain”). Pursuant to the terms of the Merger Agreement, shareholders of TRC will receive $17.55 in cash for each share of TRC common stock.
On May 8, 2017, defendants filed a proxy statement (the “Proxy Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. The Complaint alleges the Proxy Statement, which scheduled a stockholder vote on the Proposed Transaction for June 8, 2017, omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading.
Pursuant to a stipulation by the parties, this case was ordered dismissed on June 19, 2017.