According to the Complaint, on July 4, 2017, Monogram and Greystar Real Estate Partners (“Greystar”) announced that they had entered into a definitive agreement (“Merger Agreement”) under which Greystar’s new fund, Greystar Growth and Income Fund, LP (“Growth and Income Fund”), will acquire all of the outstanding shares of Monogram in an all-cash transaction (the “Proposed Transaction”). If consummated, Monogram stockholders will receive $12.00 in cash for eachshare of Monogram common stock. The Proposed Transaction has an enterprise value of approximately $3.0 billion.
The Complaint alleges that on July 28, 2017, Defendants issued materially incomplete and misleading disclosures in the Schedule 14A Definitive Proxy Statement (the “Proxy”) filed with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. The Proxy is deficient and misleading in that it fails to provide adequate disclosure of all material information related to the Proposed Transaction.