This action relates directly to the acquisition of NeuStar, Inc. (“NeuStar” or the “Company”) by Golden Gate Private Equity, Inc. through its newly formed entities, Aerial Topco, L.P. (“Parent”) and Parent’s wholly-owned subsidiary Aerial Merger Sub, Inc. (“Merger
Sub”) (the “Transaction”). The Transaction closed on August 8, 2017.
On December 14, 2016, NeuStar entered into an agreement and plan of merger (the “Merger Agreement”). Per the terms of the Merger
Agreement, stockholders of NeuStar would receive $33.50 per share in cash (the “Merger Consideration”). The terms of the Merger Agreement were approved by NeuStar’s Board of Directors.
On January 17, 2017, Defendants filed a Preliminary Proxy Statement with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Transaction, and on February 3, 2017, Defendants filed a Definitive Proxy Statement with the SEC in connection with the Transaction (the “Proxy”).
The Complaint alleges that the Proxy omits material information with respect to the Transaction, which renders the Proxy false and misleading. The Complaint further alleges that the Proxy contains materially incomplete and misleading disclosures concerning the financial analyses performed by NeuStar’s financial advisor, which also renders the Proxy false and misleading.