According to the Complaint, Fairmount Santrol Holdings Inc. ("Fairmount") provides high-performance sand and sand-based product solutions used by oil and gas exploration and production companies to enhance the productivity of their wells.
On December 11, 2017, the Board caused the Company to enter into an Agreement and Plan of Merger (“Merger Agreement”), pursuant to which each share of Fairmount’s common stock will be converted into the right to receive: (i) the number of shares of Unimin Corporation ("Unimin") common stock that will result in the holders of Fairmount Common Stock, together with the holders of certain Fairmount equity awards, owning 35% of the Unimin Common Stock (the “Exchange Ratio”); and (ii) an amount in cash equal to the result of (x) $170,000,000, divided by (y) the Fully Diluted Fairmount Share Number, without interest (together with the Exchange Ratio, the “Merger Consideration”).
The Complaint alleges that on April 18, 2018, in order to convince Fairmount’s shareholders to vote in favor of the Proposed Merger, Defendants authorized the filing of a materially incomplete and misleading Registration Statement on form S-4/A (the “Proxy”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act. The Complaint alleges that in particular, the Proxy contains materially incomplete and misleading information concerning: (i) financial projections for both companies; (ii) the valuation analyses performed by Fairmount’s financial advisor in support of its fairness opinion; (iii) information relating to the Background of the Merger; and (iv) potential conflicts of interest faced by Fairmount's financial advisor.
On June 7, 2018, the Court issued an Order consolidating cases.