According to the Complaint, this action stems from a proposed transaction announced on June 11, 2018 (the
“Proposed Transaction”), pursuant to which USG Corporation (“USG” or the “Company”) will be acquired by Gbr. Knauf KG (“Parent”) and its indirect wholly-owned subsidiary, World Cup Acquisition Corporation (“Merger Sub,” and together with Parent, “Knauf”).
USG, through its subsidiaries and joint ventures, is a leading manufacturer of building materials and innovative solutions that was originally formed in 1902. USG produces a wide range of products for use in new residential, new nonresidential, and residential and nonresidential repair and remodel construction, as well as products used in certain industrial processes. The Company serves construction markets around the world through its Gypsum,
Performance Materials, Ceilings, and USG Boral divisions.
On June 10, 2018, USG’s Board of Directors caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with Knauf. Pursuant to the terms of the Merger Agreement, if the Proposed
Transaction is approved by USG’s shareholders and completed, USG’s stockholders will receive $43.50 in cash for each share of USG common stock they own, plus a conditional special cash dividend of $0.50 per share if the Proposed Transaction is approved by USG’s stockholders at the special stockholder meeting, which is currently scheduled to take place on September 26, 2018.
On August 23, 2018, Defendants filed a proxy statement (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.