According to the Complaint, KMG Chemicals, Inc. ("KMG" or the "Company") is a chemical company that formulates, manufactures, and distributes specialty chemicals to industries such as electronics, industrial wood preservation, and industrial lubrication.
On August 15, 2018, the Company and Cabot Microelectronics Corporation issued a press release announcing the
Proposed Merger, pursuant to which each share of KMG common stock will be exchanged for $55.65 in cash and 0.2 shares of Cabot common stock.
The Complaint alleges that on September 12, 2018, in order to convince KMG shareholders to vote in favor of the Proposed Merger, the Board authorized the filing of a materially incomplete and misleading Registration Statement on Form S-4 (the “S-4”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act. In particular, the Complaint alleges that the S-4 contains materially incomplete and misleading information concerning the Company’s financial projections, which were relied upon by the Board in
recommending shareholders vote in favor of the Proposed Merger and utilized by the Company’s financial advisor in rendering its fairness opinion.