KLX Inc. ("KLX" or the "Company"), through its two operating segments, provides mission critical products and complex logistical solutions to support its customers’ high value assets. KLX serves its customers in demanding environments that face high cost of downtime and require dependable, high quality just-in-time customer support.
This action stems from a proposed transaction announced on May 1, 2018 (the “Proposed Transaction”), pursuant to which KLX will be acquired by The Boeing Company (“Parent”) and its wholly-owned subsidiary, Kelly Merger Sub, Inc. (“Merger Sub,” and together with Parent, “Boeing”).
On April 30, 2018, KLX’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 Boeing. Pursuant to the terms of the Merger Agreement, if the Proposed Transaction is approved by KLX’s shareholders and completed, KLX’s stockholders will receive $63.00 in cash for each share of the KLX common stock they hold.
On June 1, 2018, Defendants filed a preliminary proxy statement, and subsequently filed an amended proxy statement on June 26, 2018 (the “Proxy Statement”), with the United States Securities and Exchange Commission (the “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.
This case was voluntarily dismissed as moot on August 22, 2018.