According to the Complaint, on May 8, 2017, Kate Spade and Coach issued a joint press release announcing that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”) dated May 7, 2017 to sell Kate Spade to Coach. Under the terms of the Merger Agreement, Coach will acquire all outstanding shares of Kate Spade for $18.50 in cash per share of Kate Spade’s common stock (the “Offer Price”). Pursuant to the Merger Agreement, Coach, through Merger Sub, commenced the Tender Offer on May 26, 2017. The Tender Offer is scheduled to expire at 11:59 p.m., New York City time on June 23, 2017. The Proposed Transaction is valued at approximately $2.4 billion.
On May 26, 2017, Kate Spade filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”) with the SEC. The Complaint alleges the Recommendation Statement, which recommends that Kate Spade stockholders tender their shares in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Kate Spade’s financial projections, relied upon by Kate Spade’s financial advisor, Perella Weinberg Partners LP (“Perella”) in connection with rendering its fairness opinion; (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by Perella; (iii) Kate Spade insiders’ potential conflicts of interest; and (iv) the background process leading to the Proposed Transaction.
Pursuant to a Stipulation by the parties, this case was dismissed on June 29, 2017.