According to the Complaint, Xerium Technologies, Inc. ("Xerium" or the "Company") is a leading global provider of industrial consumable products and services. The Company’s products and services are consumed during machine operation by its customers.
On June 24, 2018, Xerium and Andritz AG issued a joint press release announcing the proposed acquisition (the “Proposed Transaction”) of Xerium by Andritz, through its wholly owned subsidiary, XYZ Merger Sub, Inc. (“Merger Sub”).
On June 24, 2018, the Board caused the Company to enter into an Agreement and Plan of Merger (“Merger Agreement”), pursuant to which each common share of Xerium will be converted into the right to receive $13.50 in cash (the “Merger Consideration”).
The Complaint alleges that on July 16, 2018, in order to convince Xerium’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. In particular, the Complaint alleges that the Proxy contains materially incomplete and misleading information concerning: (i) financial projections for Xerium; and (ii) the valuation analyses performed by Xerium’s financial advisor in support of its fairness opinion.