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, ecommerce, 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 (the “Merger Agreement”) to sell Blackhawk to Silver Lake Partners (“Silver Lake”) and P2 Capital Partners, LLC (“P2 Capital Partners,” and together with Silver Lake, the “Sponsors”) 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 (the “Proxy Statement”) 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. (“Sandler O’Neill”); 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.