According to the Complaint, Stein Mart, Inc. is a specialty offprice retailer, offers designer and name-brand fashion apparels, home décor merchandise, accessories, and shoes at everyday discount prices in the Unites States.
On January 31, 2020, Stein Mart announced the Proposed Transaction by which Stratosphere Holdco, LLC, through its wholly-owned subsidiary Stratosphere Merger Sub, Inc., will acquire all of the outstanding shares of Stein Mart common stock, in compensation for which Stein Mart stockholders will be entitled to receive $0.90 per share in cash.
On March 2, 2020, Stein Mart filed a Preliminary Proxy Statement on Schedule 14A with the SEC in support of the Proposed Transaction. The Complaint alleges that the Preliminary Proxy Statement omits and/or misrepresents material information concerning, among other things: (a) the sales process and certain conflicts of interest for management; (b) the financial projections for Stein Mart, provided by Stein Mart to the Company’s financial advisor for use in its financial analyses; and (c) the data and inputs underlying the financial valuation analyses that purport to support the fairness opinion provided by the Company’s financial advisor.
This case was voluntarily dismissed on April 20, 2020.