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.
This case was voluntarily dismissed on November 7, 2018.