Blackhawk Network Holdings, Inc. ("Blackhawk") is a global financial technology company that enables the management of stored value products, promotions and rewards programs in retail, e-commerce, financial services and mobile wallets.

According to the Complaint, on January 16, 2018, Blackhawk issued a press release announcing it had entered into an Agreement and Plan of Merger to sell Blackhawk to Silver Lake Partners and P2 Capital Partners, LLC for $45.25 in cash per Blackhawk common share (the “Merger Consideration”). The Proposed Transaction is valued at approximately $3.5 billion.

On March 2, 2018, Blackhawk filed a Definitive Proxy Statement on Schedule 14A with the SEC.

The Complaint alleges that The Proxy Statement omits and/or misrepresents material information concerning, among other things: (i) Blackhawk insiders’ potential conflicts of interest; (ii) the background process leading to the Proposed Transaction; (iii) Blackhawk’s financial projections, relied upon by Blackhawk’s financial advisor Sandler O’Neill & Partners, L.P; and (iv) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by Sandler O’Neill. The alleged failure to adequately disclose such material information constitutes a violation of Sections 14(a) and 20(a) of the Exchange Act as Blackhawk stockholders need such material information in order to cast a fully informed vote or to make a fully informed decision to seek appraisal in connection with the Proposed Transaction.

This case was voluntarily dismissed on April 27, 2018.