According to the Complaint, Syntel, Inc. ("Syntel" or the "Company") provides digital transformation, information technology (“IT”), and knowledge process outsourcing (“KPO”) services worldwide.
Plaintiff brings this stockholder class action on behalf of himself and all other public stockholders of Syntel against Syntel and the Company’s Board of Directors for violations of Sections 14(a) and 20(a) of the Securities and Exchange Act of 1934 and for breaches of fiduciary duty as a result of Defendants’ efforts to sell the Company to Atos, S.E. and its affiliate Green Merger Sub Inc. as a result of an unfair process for an unfair price, and to enjoin the stockholder vote on a proposed stock and cash transaction valued at approximately $3.57 billion (the “Proposed Transaction”).
On July 22, 2018, Syntel issued a press release announcing the Proposed Transaction. On August 7, 2018, Syntel filed a Preliminary Proxy Statement on Schedule PREM14A (the “Preliminary Proxy”) with the Securities and Exchange Commission in support of the Proposed Transaction. The Complaint alleges that the Preliminary Proxy is materially deficient and deprives Syntel stockholders of the information they need to make an intelligent, informed and rational decision of whether to vote their shares in favor of the Proposed Transaction. In particular, the Complaint alleges that the Preliminary Proxy omits and/or misrepresents material information concerning, among other things: (a) the sales process leading up to the Proposed Transaction; (b) the financial projections for Syntel, provided by Syntel to the Company’s financial advisors for use in their financial analyses; and (c) the data and inputs underlying the financial valuation analyses that purport to support the fairness opinions provided by the Company’s financial advisor.
This case was voluntarily dismissed on September 25, 2018.