According to the Complaint, Plaintiff brings this action against IXYS Corporation (“IXYS” or the “Company”) and the Company’s Board of Directors (collectively, the “Board” or the “Individual Defendants,” as further defined below) for 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), and Rule 14a-9, 17 C.F.R. 240.14a-9, in connection with the proposed sale of IXYS. The Complaint alleges that specifically, Defendants solicit the stockholder approval in connection with the sale of the Company through a registration statement that omits material facts necessary to make the statements therein not false or misleading. Stockholders need this material information to decide whether to vote in favor of the merger.
On August 28, 2017, the Company announced that it had entered into a definitive agreement (the “Merger Agreement”) with Littelfuse, Inc. (“Parent”) and Iron Merger Co., Inc., (“Merger Sub,” and together with Parent, “Littelfuse”), pursuant to which each IXYS stockholder will be entitled to elect to receive, per IXYS share, either $23.00 in cash or 0.1265 of a share of Littelfuse common stock, subject to proration (the “Merger Consideration”) in a transaction valued at approximately $750 million (the “Proposed Transaction”).