According to the Complaint, UQM, together with its subsidiaries, develops, manufactures, and sells electric motors, generators, power electronic controllers, and fuel cell compressors in the United States and internationally.
On January 21, 2019, UQM issued a press release announcing it had entered into a definitive merger agreement under which affiliates of Denmark-based Danfoss A/S will acquire the Company in the Proposed Transaction with total equity value of approximately $100 million.
The terms of the Proposed Transaction were memorialized in a January 22, 2019, filing with the Securities and Exchange Commission (“SEC”) on Form 8-K attaching the definitive Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, UQM will become an indirect wholly-owned subsidiary of Danfoss, and Danfoss stockholders will receive $1.71 in cash for each share of UQM common stock they own.
The Complaint alleges that on February 12, 2019, Defendants caused to be filed the materially deficient and/or materially misleading Preliminary Proxy with the SEC in an effort to solicit stockholders to vote their UQM shares in favor of the Proposed Transaction.