According to the Complaint, on May 5, 2017, VWR issued a press release announcing it had entered into an Agreement and Plan of Merger dated May 4, 2017 (the “Merger Agreement”) to sell VWR to Avantor for $33.25 in cash per share of VWR common stock (the “Merger Consideration”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation. The Proposed Transaction is valued at approximately $6.4 billion.
On June 2, 2017, VWR filed a Preliminary Proxy Statement on Schedule 14A (the “Proxy”) with the SEC. The Proxy, which recommends that VWR stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) VWR’s financial projections, relied upon by VWR’s financial advisor Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”) in its financial analyses; (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by BofA Merrill Lynch; and (iii) the background process leading to the Proposed Transaction.