According to the Complaint, Castle Brands together with its subsidiaries, develops, markets, imports,and sells beverage alcohol and non-alcoholic beverage products in the United States, Canada, Europe, and Asia.
On August 28, 2019, Castle Brands and Pernod Ricard S.A. issued a press release announcing that Castle Brands had agreed to be acquired by Pernod in the Proposed Transaction.
On September 9, 2019, Castle Brands filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission in support of the Proposed Transaction.
The Complaint alleges that the 14D-9 is materially deficient and deprives Castle Brands stockholders of the information they need to make an intelligent, informed and rational decision of whether to tender their shares in favor of the Proposed Transaction. Specificially, the Complaint alleges that the 14D-9 omits and/or misrepresents material information concerning, among other things: (a) the Company’s financial projections; (c) the sales process of the Company; and (c) the data and inputs underlying the financial valuation analyses that purport to support the fairness opinions provided by the Company’s financial advisors.
Ths case was voluntarily dismissed on April 7, 2020.