According to the Complaint, VeriFone Systems, Inc. ("VeriFone" or the "Company") is a global leader in payments and commerce solutions at the point of sale. The Company connects payment devices to the cloud, merging the online and in-store shopping experience and creating the next generation of digital engagement between merchants and consumers. For over 35 years, VeriFone has designed, manufactured, marketed, and supplied a broad range of innovative payment solutions and complementary services. Its solutions enable merchants and the institutions that serve them to accept electronic forms of payment securely and ensure regulatory and industry standards compliance; enable value-added exchange between merchants and consumers; and enhance payment security. Key industries in which the Company operates include financial services, retail, petroleum, restaurant, hospitality, transportation, and healthcare. VeriFone sells into more than 150 countries worldwide, with a direct presence in approximately 40 countries.
On April 9, 2018, VeriFone’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with Vertex Holdco LLC (“Parent”) and Vertex Merger Sub LLC (“Merger Sub,” and together with Merger Sub, “Vertex”). Pursuant to the terms of the Merger Agreement, if the Proposed Transaction is approved by VeriFone’s shareholders and completed, VeriFone shareholders will receive $23.04 in cash for each share of VeriFone common stock they own.
On May 7, 2018, Defendants filed a proxy statement (the “Proxy Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction.
The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed
Transaction, which renders the Proxy Statement false and misleading.