According to the Complaint, on May 2, 2017, OneBeacon issued a press release announcing it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Intact. Under the terms of the Merger Agreement, Intact will acquire all of the outstanding shares of OneBeacon for $18.10 per share in cash (the “Merger Consideration”). The Proposed Transaction is valued at approximately $1.7 billion.
On May 24, 2017, OneBeacon filed a Preliminary Proxy Statement on Schedule 14A (the “Proxy”), with the SEC. The Complaint alleges the Proxy, which recommends that OneBeacon stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) OneBeacon insiders’ potential conflicts of interest; (ii) the sale process leading up to the Proposed Transaction; and (iii) the valuation analyses prepared by OneBeacon’s financial advisor, Credit Suisse Securities (USA) LLC (“Credit Suisse”) in connection with the rendering of its fairness opinion.