According to the Complaint, on February 21, 2017, FBR and B. Riley issued a joint press release announcing that they had entered into an Agreement and Plan of Merger on February 17, 2017, subsequently amended on March 15, 2017 (the “Merger Agreement”) pursuant to which B. Riley will acquire FBR. Under the terms of the Merger Agreement, B. Riley will acquire all outstanding shares of FBR for 0.671 of a B. Riley common share (the “Merger Consideration”). Additionally, if FBR has at least the minimum cash and financial instrument amount available, FBR will pay a preclosing dividend to its stockholders in an amount up to $8.50 per share (the “Pre-Closing Dividend”).
On March 17, 2017, B. Riley and FBR filed a Registration Statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”). The Complaint alleges the Registration Statement, which recommends that FBR stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) FBR and B. Riley management’s projections, utilized by FBR’s financial advisor, Berkshire Capital Securities, LLC (“Berkshire”), in its financial analyses; (ii) FBR insiders’ potential conflicts of interest; (iii) Berkshire’s potential conflicts of interest; (iv) the sale process leading up to the Proposed Transaction; and (v) the valuation analyses prepared by Berkshire in connection with the rendering of its fairness opinion.
On July 11, 2017, the Court issued an Order granting the Stipulation of Dismissal by the parties.