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Case Status:    SETTLED
On or around 05/03/2019 (Date of order of final judgment)

Filing Date: April 24, 2018

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. On July 9, the Court issued an Order appointing Lead Plaintiffs and Counsel. On November 9, the parties entered into a Stipulation of Settlement. The Court issued an Order preliminarily approving the Settlement on November 26. On May 3, 2019, the Court granted final approval of the Settlement and entered Final Judgment.


Sector: Basic Materials
Industry: Non-Metallic Mining
Headquarters: United States


Ticker Symbol: FMSA
Company Market: New York SE
Market Status: Public (Listed)

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In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: N.D. Ohio
DOCKET #: 18-CV-00931
JUDGE: Hon. James S. Gwin
DATE FILED: 04/24/2018
CLASS PERIOD END: 04/24/2018
  1. Karon LLC
  2. Monteverde & Associates PC
No Document Title Filing Date
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