Numerex Corp. provides machine-to-machine (M2M) products and services. M2M consists of using a device to capture an event relayed through a network to an application that translates the data into actionable information.

According to the Complaint, on August 3, 2017, Numerex issued a press release announcing it had entered into an Agreement and Plan of Merger dated August 2, 2017 to sell Numerex to Sierra.

On September 18, 2017, Sierra filed a Form F-4 Registration Statement, containing a Proxy Statement of Numerex, with the SEC. The Complaint alleges the Registration Statement, which recommends that Numerex stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Numerex and Sierra’s financial projections, relied upon by Numerex’s financial advisor Deutsche Bank Securities Inc. (“Deutsche Bank”) in its financial analyses; (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by Deutsche Bank; and (iii) the sale process leading to the Proposed Transaction, including the terms of the non-disclosure agreements entered into by Numerex with counterparties.

This case was voluntarily dismissed on December 21, 2017.