According to the Complaint, Sonic franchises and operates a chain of drive-in restaurants, which serve hamburgers, sandwiches, and other signature items, principally in the south central and southeastern United States.
On September 24, 2018, the Board caused the Company to enter into an agreement and plan of merger (“Merger Agreement”), pursuant to which Sonic’s stockholders will receive $43.50 in cash for each share of Sonic common stock they hold (the “Merger Consideration”). On September 25, 2018, the Company announced the Proposed Transaction, under which Inspire Brands, Inc. will acquire Sonic, in a press release.
On October 22, 2018, Defendants caused the Proxy to be filed with the SEC in connection with the Proposed Transaction. The Proxy solicits the Company’s shareholders to vote in favor of the Proposed Transaction. The Complaint alleges that the Proxy misrepresents and/or omits both required and material information that is necessary for the Company’s shareholders to make an informed decision concerning whether to vote in favor of the Proposed Transaction, in violation of Sections 14(a) and 20(a) of the Exchange Act.