According to the Complaint, PHH Corporation ("PHH"), through its subsidiaries, provides out-sourced mortgage banking services to financial institutions and real estate brokers in the United States.
On February 27, 2018, PHH and Ocwen Financial Corporation ("Ocwen") issued a press release announcing the
Proposed Transaction. Under the terms of the Merger Agreement, PHH will become an indirect wholly-owned subsidiary of Ocwen, and PHH shareholders will receive $11.00 in cash for each share of PHH common stock they own.
On April 6, 2018, PHH filed a Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy”) with the Securities and Exchange Commission (the “SEC”) in support of the Proposed Transaction. The Complaint alleges that the Proposed Transaction is unfair and undervalued for a number of reasons. Significantly, the Complaint alleges that the Preliminary Proxy describes a series of blunders by the PHH Board leading up to and during the sales process that caused the Company to hemorrhage value and necessarily undercut the entire purpose of a properly run sales process, namely to maximize value for public stockholders.
This case was voluntarily dismissed on June 12, 2018.