According to the Complaint, Entellus produces products intended to treat chronic and recurrent sinusitis. The Company has three main product lines: the XprESS Multi-Sinus Dilation Systems, MiniFESS Surgical Instruments, and FocESS Imaging and Navigation. A significant portion of the Company’s revenues are earned from the XprESS Multi-Sinus Dilation Systems, which include balloon sinus dilation products.
On December 7, 2017, Entellus and Stryker announced that they had entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which Stryker will acquire all of the outstanding shares of common stock of Entellus for $24.00 per share (the “Merger Consideration”). The deal is valued at approximately $662 million.
The Complaint alleges that Defendants have violated Sections of the Exchange Act by causing a materially incomplete and misleading preliminary proxy statement (the “Proxy”) to be filed with the Securities and Exchange Commission (“SEC”) on January 8, 2018. The Proxy recommends that Entellus stockholders vote in favor of a proposed transaction (the “Proposed Transaction”) whereby Entellus is acquired by Stryker.
This case was voluntarily dismissed on May 23, 2018.