According to the Complaint, A. Schulman, Inc. ("A. Schulman" or the "Company") is a leading global supplier of high-performance plastic compounds, composites and powders.
On February 15, 2018, A. Schulman Inc. and LyondellBasell Industries N.V. issued a joint press release announcing that the Board had caused the Company to enter into the definitive Merger Agreement. Pursuant to the Merger Agreement, each share of Company common stock will be converted into the right to receive $42.00 in cash and one contingent value right (“CVR”) (the “Merger Consideration”). The CVR will entitle the holder to a share of proceeds from ongoing litigation relating to previous acquisitions by A. Schulman. Without taking into account the value of the CVR consideration, the Merger represents an equity valuation of approximately $2.25 billion.
On March 27, 2018, the Company filed a Form PREM14A Preliminary Proxy Statement (the “Proxy”) with the SEC designed to convince A. Schulman stockholders to approve the Proposed Transaction. The Complaint alleges that the Proxy is materially deficient and misleading because, inter alia, it fails to disclose material information regarding (i) the Company’s financial projections; (ii) the valuation analyses conducted by the Company’s financial advisor to support its fairness opinion; and (iii) the narrative background before and after entry into the Merger Agreement.
This case was voluntarily dismissed on June 20, 2018.