According to the Complaint, Bravo Brio Restaurant Group, Inc. ("Bravo Brio") owns and operates Italian restaurants in the United States. It operates full-service Italian restaurants under the BRAVO! Cucina Italiana brand name; Italian chophouse restaurants under the BRIO Tuscan Grille brand name; and full-service American-French bistro restaurant under the Bon Vie brand name. The company's restaurants primarily offer Italian food and wine.
On March 7, 2018, members of Bravo Brio's Board of Directors (the "Board") caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with the Consortium, pursuant to which, Bravo Brio shareholders will receive $4.05 in cash for each share of common stock they own (the “Merger Consideration”).
The Complaint alleges that on April 18, 2018, the Board authorized the filing of a materially incomplete and misleading definitive proxy statement (the “Proxy”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act and setting a vote on May 22, 2018. The Complaint alleges that, specifically, the Proxy contains materially incomplete and misleading information concerning: (i) the Company’s financial projections; (ii) the valuation analyses performed by the Company’s financial advisor, in support of their fairness opinions; and (iii) the financial advisor’s conflict of interest