Orbital ATK, Inc. (Orbital) is a global provider of aerospace and defense technologies. The company designs and builds space, defense and aviation systems.

On September 18, 2017, Orbital and Northrop Grumman announced that they had entered into a definitive merger agreement, pursuant to which Northrop Grumman will acquire all of the outstanding shares of common stock of Orbital for $134.50 per share in cash. The deal, including the net debt of Orbital, is valued at around $9.2 billion. The Proposed Transaction is expected to close in the first half of 2018.

According to the Complaint, Defendants have violated Section 14(a) and 20(a) of the Exchange Act by causing a materially incomplete and misleading preliminary proxy statement (the “Proxy”) to be filed with the SEC on October 2, 2017. The Proxy recommends that Orbital shareholders vote in favor of a Proposed Transaction whereby Orbital will merge with Merger Sub and become a wholly-owned subsidiary of Northrop Grumman. The Complaint alleges that the Proxy fails to include critical information, and contains materially incomplete and misleading information concerning the financial projections prepared by Orbital’s management, as well as the financial analyses conducted by Citigroup.

On December 7, 2017, this case was voluntarily dismissed.