Planet Payment is a leading provider of international payment and transaction processing and multi-currency processing services. The Company provides its services and solutions to merchant locations in twenty-one countries and territories across the Asia Pacific region, North America, South America, the Middle East, Africa, and Europe, primarily through its acquiring bank and processor customers, as well as through its own direct sales force.
According to the Complaint, this action stems from a proposed transaction announced on October 26, 2017 (the “Proposed Transaction”), pursuant to which Planet Payment, Inc. (“Planet Payment” or the “Company”) will be acquired by Fintrax Group and its affiliates.
On October 26, 2017, Planet Payment’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 Franklin UK Bidco Limited (“Parent”) and Fintrax US Acquisition Subsidiary, Inc. (“Merger Sub,” and together with Fintrax Group and Parent,
“Fintrax”). Pursuant to the terms of the Merger Agreement, Fintrax commenced a tender offer, set to expire on December 18, 2017, and shareholders of Planet Payment will receive $4.50 in cash for each share of Planet Payment common stock.
On November 13, 2017, defendants filed a Solicitation/Recommendation Statement (the “Solicitation Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction.
The Complaint alleges that the Solicitation Statement omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading. Accordingly, plaintiff alleges herein that defendants violated Sections 14(e), 14(d), and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”) in connection with the Solicitation Statement.