According to the Complaint, on May 7, 2017, CCP and Sabra jointly announced that they had reached a definitive Agreement and Plan of Merger (“Merger Agreement”) under which each outstanding share of CCP common stock will be exchanged for 1.123 common shares of Sabra (the “Merger Consideration”). The Merger Consideration has an implied value of $29.96 per share based on Sabra’s closing price on May 5, 2017.
The Complaint alleges the defendants have violated the above-referenced Sections of the Exchange Act by causing a materially incomplete and misleading Form S-4 Registration Statement (the “S-4”) filed with the SEC on June 12, 2017. Through the S-4, the Board recommends that CCP shareholders vote in favor of approving the Proposed Merger at the tentative shareholder special meeting, and agree to exchange their shares pursuant to the terms of the Merger Agreement based on, among other things, the factors examined by the Board to make its recommendation and the opinions rendered by the Company’s financial advisors, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”) and Barclays Capital Inc. (“Barclays”).
This case was voluntarily dismissed on August 25, 2017.