According to the Complaint, Genesee & Wyoming Inc. ("G&W" or the "Company") owns or leases 120 freight railroads worldwide that are organized into operating regions. The North American regions serve 41 U.S. states and four Canadian provinces. G&W’s Australian Region serves New South Wales, the Northern Territory and South Australia. The Company’s U.K./European Region includes the United Kingdom’s largest rail maritime intermodal operator and the second-largest freight rail provider, as well as regional rail services in Continental Europe.

On July 1, 2019, the Board caused the Company to enter into an agreement and plan of merger, pursuant to which the Company’s shareholders stand to receive $112 in cash for each share of G&W stock they own (the “Merger Consideration”), in connection with the proposed merger between G&W and Brookfield Infrastructure, GIC, and Brookfield Infrastructure’s institutional partners (collectively, the “Consortium”).

The Complaint alleges that on August 5, 2019, in order to convince G&W shareholders to vote in favor of the Proposed Transaction, the Board authorized the filing of a materially incomplete and misleading Form PREM14A Preliminary Proxy Statement with the Securities and Exchange Commission, in violation of Sections 14(a) and 20(a) of the Exchange Act.

This case was voluntarily dismissed on October 4, 2019.