This action stems from a proposed transaction announced on July 10, 2017 (the “Proposed Transaction”), pursuant to which Hawaiian Telcom Holdco, Inc. (“Hawaiian Telcom” or the “Company”) will be acquired by Cincinnati Bell Inc. (“Parent”) and Twin Acquisition Corp. (“Merger Sub,” and together with Parent, “Cincinnati Bell”).
On July 9, 2017, Hawaiian Telcom’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with Cincinnati Bell. Pursuant to the terms of the Merger Agreement, if Hawaiian Telcom shareholders approve the Proposed Transaction, they generally will be entitled to elect to receive for each share of Hawaiian Telcom they own, either: (a) 1.6305 Cincinnati Bell common shares; (b) 0.6522 Cincinnati Bell common shares and $18.45 in cash; or (c) $30.75 in cash. Following the close of the Proposed Transaction, current Cincinnati Bell shareholders and Hawaiian Telcom stockholders are expected to hold approximately 85% and 15%, respectively, of Cincinnati Bell’s outstanding common shares.
On August 17, 2017, defendants filed a Form S-4 Registration Statement (the “Registration Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction.
The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading. Accordingly, Plaintiff alleges that defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”) in connection with the Registration Statement.