According to the Complaint, Zoe's Kitchen, Inc. ("Zoe's Kitchen" or the "Company") is a a fast-casual restaurant serving a menu of Mediterranean-inspired dishes.
On August 16, 2018, the Zoe's Kitchen's Board of Directors caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with the Cava Group, pursuant to which, Zoe’s Kitchen shareholders will receive $12.75 in cash in exchange for each share of common stock they own (the “Merger Consideration”). On August 17, 2018, Cava Group and Zoe’s Kitchen issued a joint press release to announce the Proposed Transaction.
The Complaint alleges that on September 25, 2018, the Board authorized the filing of a materially incomplete and misleading preliminary proxy statement (the “Proxy”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act, recommending shareholders vote in favor of the Proposed Transaction.
This case was voluntarily dismissed on November 27, 2018.