According to the Complaint, on July 31, 2017, CDI's Board of Directors (the "Board" or "Individual Defendants") caused the Company to enter into an agreement and plan of merger (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, Nova commenced a tender offer (the "Tender Offer") to acquire all of CDI's outstanding stock for $8.25 per share in cash. The Tender Offer is currently set to expire on September 12, 2017. Following the consummation of the Tender Offer and subject to the satisfaction or waiver of the applicable conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent.
On August 14, 2017, defendants filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Solicitation Statement") with the United States Securities and Exchange Commission ("SEC"), which recommends that CDI's stockholders approve the Proposed Transaction and tender their shares in the Tender Offer. The Complaint alleges the Solicitation Statement omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading.