According to the Complaint, on April 8, 2015, Baltic Trading announced that it had entered into a definitive agreement with Genco ("Merger Agreement") under which Genco, through Merger Sub, would acquire all of the outstanding shares of Baltic Trading in a transaction involving stock consideration.
On May 4, 2015, Genco filed a Form S-4 Registration Statement ("Registration Statement") with the U.S. Securities and Exchange Commission ("SEC") in connection with the Proposed Transaction in order to solicit the Company's shareholder's votes in support of the Proposed Transaction. The Complaint alleges the Registration Statement fails to disclose material information to the shareholders of the Company so that the shareholders may make an informed decision regarding the Proposed Transaction. Specifically, the Registration Statement omits and/or misrepresents material information concerning, among other things: (a) the sale process for the Company; (b) management's financial projections; and (c) the data and inputs underlying the financial valuation analyses that purport to support the fairness opinion provided by the Company's financial advisors, Blackstone Advisory Partners LP ("Blackstone") and Peter J. Solomon Company, L.P. ("PJSC") along with the financial analysis provided by Houlihan Lokey Capital, Inc. ("Houlihan Lokey").
This case was dismissed on December 29, 2015 for failure to prosecute.