Delek US Holdings, Inc. is a diversified downstream energy company with assets in petroleum refining, logistics, asphalt, renewable fuels and convenience store retailing.

According to the Complaint, on January 2, 2017, the Board caused the Company to enter into an agreement and plan of merger, pursuant to which the Company’s shareholders stand to receive one (1) share of “New Delek common stock” for each issued and outstanding share of Delek common stock they own.

The Complaint alleges that on May 30, 2017, in order to convince Delek shareholders to vote in favor of the Proposed Merger, the Board authorized the filing of a materially incomplete and misleading Definitive Proxy Statement on a Schedule 14A with the Securities and Exchange Commission, in violation of Sections 14(a) and 20(a) of the Exchange Act.