According to the Complaint, on April 7, 2017, the Board caused the Company to enter into an agreement and plan of merger (“Merger Agreement”), pursuant to which the Company’s stockholders stand to receive $23.75 in cash for each share of Intrawest common stock they own (the “Merger Consideration”).
On April 8, 2017, following the execution of the Merger Agreement, Fortress Investment Group LLC (“Fortress”), which on such date beneficially owned 27,038,250 shares of Company Common Stock representing approximately 67.9% of the 39,822,611 outstanding shares of Company Common Stock, delivered a written consent adopting and approving in all respects the Merger Agreement (the “Stockholder Consent”). As a result, no further action by any stockholder of the Company is required under applicable Delaware law or the Merger Agreement to adopt the Merger Agreement, and the Company will not be soliciting any votes for adoption of the Merger Agreement and will not call a stockholder meeting for purposes of voting on the adoption of the Merger Agreement. Notwithstanding the Stockholder consent, the Company stockholders are entitled to exercise their appraisal rights.
The Complaint alleges on May 22, 2017, the Board authorized the filing of a materially incomplete and misleading Definitive Information Statement (the “Information Statement”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act, which inhibits the Company stockholders from being able to exercise their appraisal rights on an informed manner.
This case was voluntarily dismissed by Plaintiffs on June 7, 2017.