According to the Complaint, MGC is a global medical technology company dedicated to cardiorespiratory health
solutions. The Company, through its Medical Graphics Corporation and Medisoft SA subsidiaries, develops, manufactures, and markets non-invasive diagnostic systems. This portfolio of products provides solutions for disease detection, integrated care, and wellness across the spectrum of cardiorespiratory healthcare. The Company’s products are sold internationally through distributors and, in the United States, France and Belgium, primarily through a direct sales force targeting heart and lung specialists located in hospitals, university-based medical centers, medical clinics, physicians’ offices, pharmaceutical companies, medical device manufacturers, and clinical research organizations.
This action stems from a proposed transaction announced on November 27, 2017 (the “Proposed Transaction”), pursuant to which MGC Diagnostics Corporation (“MGC” or the “Company”) will be acquired by Altus Capital Partners, Inc. (“Altus CP”) and its affiliates. On December 7, 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.
The case was voluntarily dismissed on December 29, 2017.