According to the Complaint, Echelon Corporation ("Echelon" or the "Company") is an energy control networking company and develops open-standard control networking platforms for Industrial Internet of Things (IIoT) applications. The Company operates in one reporting segment—the IIoT segment—and currently operates in three geographical markets—the Americas; Europe, Middle East and Africa, and Asia Pacific/Japan.
On June 29, 2018, Echelon and Adesto Technologies ("Adesto") issued a joint press release announcing the Proposed Transaction, under which Adesto will acquire Echelon for $8.50 per share.
The Complaint alleges that on July 16, 2018, in order to convince Echelon’s shareholders to vote in favor of the Proposed Transaction, Defendants authorized the filing of a materially incomplete and misleading proxy statement (the “Proxy”) with the 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 Echelon; and (ii) the valuation analyses performed by Echelon’s financial advisor in support of its fairness opinion.