According to the Complaint, this is a class action brought by Plaintiff on behalf of himself and the other ordinary
shareholders of Vantiv, Inc. (“Vantiv” or the “Company”), except Defendants (defined below) and their affiliates, against Vantiv and the members Vantiv’s board of directors (the “Board” or the “Individual Defendants”) for their violations of Section 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15.U.S.C. §§ 78n(a), 78t(a), SEC Rule 14a-9, 17 C.F.R. 240.14a-9, and 17 C.F.R. § 229.1015(b)(4) in connection with the proposed merger (the “Proposed Merger”) between Vantiv and Worldpay Group plc (“Worldpay”).
On August 9, 2017, the Board caused the Company to enter into an Amended and Restated Co-operation Agreement (the “A&R Co-operation Agreement”), pursuant to which Vantiv, in a mixed stock and cash deal, will acquire Worldpay, with Vantiv continuing as the surviving entity (the “Combined Company”). Worldpay shareholders will be entitled to receive, 55 pence in cash and 0.0672 new shares of Vantiv Class A common stock plus an interim dividend of 0.8 pence, paid on October 23, 2017, and a special dividend of 4.2 pence expected to be payable on the business day immediately preceding the effective date of the Acquisition for each share Worldpay common stock they own (the “Merger Consideration”). Upon consummation of the Proposed Merger, Worldpay shareholders will own approximately 43.0% of Vantiv’s fully diluted Class A common stock.
The Complaint alleges that on September 25, 2017, the Board authorized the filing of a materially incomplete and misleading proxy statement on Schedule 14A (the “Proxy”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act.
The Complaint further alleges that specifically, the Proxy contains materially incomplete and misleading information concerning: (i) the financial analyses performed by the Company’s financial advisors, Morgan Stanley & Co. LLC (“Morgan Stanley”) and Credit Suisse Securities (USA) LLC (“Credit Suisse” and together with Morgan Stanley, the “Financial Advisors”), in support of their fairness opinions; and (ii) potential conflicts of interest the Financial Advisors faced as a result of their historical, present, and future dealings with each party.
On November 13, 2017, Plaintiff filed an Amended Complaint.