On May 2, 2017, Spark and Affinitas issued a joint press release announcing that they had entered into a definitive agreement to combine in a stock-for-stock merger (the “Merger Agreement”) among Spark, Affinitas, New Spark, and Chardonnay Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of New Spark (“Merger Sub”), pursuant to which the parties agreed to combine the businesses of Spark and Affinitas under a holding company, New Spark, organized under the laws of Germany.
The Complaint alleges that the Merger Consideration and the process by which Defendants agreed to consummate the Proposed Transaction are fundamentally unfair to Spark’s public stockholders.
On October 10, 2017, in order to convince Spark’s shareholders to vote in favor of the Proposed Transaction, the Complaint alleges that Defendants authorized the filing of a materially incomplete and misleading Schedule 14A Definitive Proxy Statement (the “Proxy Statement”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act.
The Complaint alleges that in particular, the Proxy Statement contains materially incomplete and misleading information concerning: (i) financial projections for the Company; (ii) the valuation analyses performed by the Company’s financial advisor, B. Riley & Co., LLC (“B. Riley”); and (iii) the background process leading up to the Proposed Transaction.
On November 4, 2017, Plaintiff filed a Notice voluntarily dismissing this action.