Ruby Tuesday is a Georgia corporation with its principle executive offices located in Maryville, Tennessee. Ruby Tuesday owns, operates, and franchises the Ruby Tuesday casual dining restaurant chain and operates in the bar and grill segment of the casual dining industry. As of September 5, 2017, there were 599 Ruby Tuesday restaurants in 41 states and 14 foreign countries. Ruby Tuesday’s common stock trades on the NYSE under the symbol “RT.”
According to the Complaint, this is a class action brought by Plaintiff on behalf of himself and the other ordinary shareholders of Ruby Tuesday, Inc. (“Ruby Tuesday” or the “Company”), except Defendants (defined below) and their affiliates, against Ruby Tuesday and the members Ruby Tuesday’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), and SEC Rule 14a-9, 17 C.F.R. 240.14a-9, in connection with the proposed merger between Ruby Tuesday and NRD Capital (“NRD”).
The Complaint alleges that Defendants have violated the above-referenced Sections of the Exchange Act by causing a materially incomplete and misleading proxy statement (the “Proxy Statement”) to be filed with the SEC and disseminated to Ruby Tuesday shareholders. The Proxy Statement recommends that Ruby Tuesday shareholders vote in favor of a merger whereby NRD, by way of a merger with RTI Holding Company, LLC (“Holding”) and its wholly-owned subsidiary, RTI Merger Sub, LLC (“Merger Sub”), in an all-cash transaction, will acquire Ruby Tuesday, with Ruby Tuesday surviving as a wholly owned subsidiary of Holding (the “Proposed Transaction”). Pursuant to the terms of the agreement and plan of merger the companies entered into (the “Merger Agreement”), Holding will acquire all issued and outstanding shares of Ruby Tuesday common stock in a going private transaction. Ruby Tuesday common stockholders will receive $2.40 in cash in exchange for each share of Ruby Tuesday common stock they hold prior to the effective time of the merger (the “Merger Consideration”).
Pursuant to the terms of the Merger Agreement, NRD will acquire Ruby Tuesday in a transaction valued at approximately $146.3 million to shareholders. NRD will also assume or retire all debt obligations for a total enterprise value of approximately $335 million.
The Complaint alleges that the Proxy Statement contains materially incomplete and misleading information concerning: (i) the terms and details surrounding any alternative indications of interest the Company solicited or received from other companies; (ii) the financial projections for both Ruby Tuesday; (iii) the financial analyses performed by the Company’s financial advisor, UBS Securities LLC (“UBS”), in support of its fairness opinion; and (iv) the actual Merger Consideration.