According to the Complaint, this action stems from a proposed transaction announced on September 4, 2017 (the "Proposed Transaction"), pursuant to which Rockwell Collins, Inc. ("Rockwell" or the "Company") will be acquired by United Technologies Corporation ("Parent") and its wholly owned subsidiary, Riveter Merger Sub Corp. ("Merger Sub," and together with Parent, "UTC").
On September 4, 2017, Rockwell'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 UTC. Pursuant to the terns of the Merger Agreement, shareholders of Rockwell will receive $93.33 in cash and a portion of a share of Parent's common stock having a value equal to the quotient obtained by dividing $46.67 by the average of the volume-weighted average prices per share of Parent common stock on the New York Stock Exchange for each of the 20 consecutive trading days ending immediately prior to the closing date, subject to a two-way 7.5% collar centered on Parent's August 22, 2017 closing share price of $115.69.
On October 10, 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.