According to the Complaint, Maxwell Technologies, Inc. ("Maxwell" or the "Company") develops, manufactures, and markets energy storage and power delivery products worldwide.
On February 4, 2019, Maxwell issued a press release announcing the Proposed Transaction. Under the terms of the Merger Agreement, Maxwell will become an indirect wholly-owned subsidiary of Tesla, and Maxwell stockholders will receive a number of shares of Tesla common stock valued at approximately $4.50 for each share of Maxwell common stock they own. The exact valuation will be based upon the quotient obtained by dividing $4.75 by a volume weighted average price of one share of Tesla common stock for the five consecutive trading days preceding the expiration of the tender offer period, rounded to four decimal places.
On February 20, 2019, Maxwell filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the “14D-9”) with the SEC in support of the Proposed Transaction. Also on February 20, 2019, Tesla filed a Registration Statement on Schedule S-4 (the “S-4”, together with the “14D-9” the “Proxy Materials”) with the SEC in support of the Proposed Transaction.
The Complaint alleges that the Proposed Transaction is unfair and undervalued for a number of reasons: significantly, the 14D-9 describes an insufficient sales process in which the Board rushed through an inadequate “sales process” in which the only end goal was a sale to Tesla, and in proper fiduciary measures such as a special committee and market were undertaken only after Tesla had made several bids and had threatened to end its customer relationship with Maxwell should the Company not accept its offer to purchase it; these attempts to bootstrap proper fiduciary procedure late in the sales process reveal the rushed and inadequate nature of the process as a whole.
This case was voluntarily dismissed on June 25, 2019. A related case continues under Docket 19-CV-00451.