According to the Complaint, Birner Dental Management Services, Inc. ("Birner" or the Company) is a dental service organization devoted to servicing geographically dense dental practice networks in select markets, including Colorado, New Mexico and Arizona. The Company provides a solution to the needs of dentists, patients and third-party payors by allowing the Company’s affiliated dentists to provide high-quality, efficient dental care in patient-friendly, family practice settings.
On October 3, 2018, Birner and Mid-Atlantic Dental issued a press release announcing that they had entered into a definitive agreement where Birner will be acquired by Mid-Atlantic Dental.
The Complaint alleges that on October 25, 2018, in soliciting shareholder approval for the Proposed Transaction, the Company filed the Proxy, which purports to contain a summary and overview of the Proposed Transaction, but omits certain critical information, rendering portions of the Proxy materially incomplete and/or misleading. As a result, Birner shareholders lack material information necessary to allow them to make an informed decision concerning whether to vote in favor of the Merger.