According to the Complaint, this action stems from a proposed transaction (the “Proposed Transaction” or “Merger”) announced on March 28, 2018, pursuant to which Willbros Group Inc. (“Willbros” or the “Company”) will be acquired by Primoris Services Corporation (“Primoris”) through its wholly owned subsidiary, Waco Acquisition Vehicle, Inc. (“Merger Sub”).
On March 28, 2018, the Company’s Board of Directors (the “Board” or the “Individual Defendants”) caused the Company to enter into an Agreement and Plan of Merger (the “Merger Agreement”) with Merger Sub.
On April 11, 2018, Defendants filed a preliminary Proxy Statement on Schedule 14A with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction (the “Proxy”). The Complaint alleges that the Proxy omits certain material information with respect to the Proposed Transaction, which renders it false and misleading, in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934.
This case was voluntarily dismissed on May 9, 2018.