According to the Complaint, Amplify is a snack food company focused on developing and marketing products that appeal to consumers’ growing preference for better-for-you (“BFY”) snacks.
On December 18, 2017, Amplify and Hershey issued a joint press release announcing that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to sell Amplify to Hershey.
On January 2, 2018, Amplify filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”) with the SEC. The Complaint alleges that the Recommendation Statement, which recommends that Amplify stockholders tender their shares in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Amplify’s financial projections, relied upon by Amplify’s financial advisor, Jefferies LLC (“Jefferies”) in connection with rendering its fairness opinion; (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by Jefferies; and (iii) Company insiders’ potential conflicts of interest. The failure to adequately disclose such material information constitutes a violation of Sections 14(d), 14(e) and 20(a) of the Exchange Act as Amplify stockholders need such information in order to make a fully informed decision whether to tender their shares in support of the Proposed Transaction or seek appraisal.