According to the Complaint, Legg Mason, Inc. helps investors globally achieve better financial outcomes by expanding choice across investment strategies, vehicles, and investor access through independent investment managers with diverse expertise in equity, fixed income, alternative, and liquidity investments.
This action stems from a proposed transaction announced on February 18, 2020, pursuant to which Legg Mason, Inc. will be acquired by Franklin Resources, Inc. On February 17, 2020, Legg Mason’s Board of Directors caused the Company to enter into an agreement and plan of merger with Franklin. Pursuant to the terms of the Merger Agreement, Legg Mason’s stockholders will receive $50.00 in cash for each share of Legg Mason common stock they own.
On March 27, 2020, Defendants filed a proxy statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading. Specifically, the Complaint alleges that the Proxy Statement fails to disclose: (i) all line items used to calculate (a) adjusted EBITDA and (b) unlevered free cash flow and (ii) a reconciliation of all non-GAAP to GAAP metrics and omits material information regarding the analyses performed by the Company’s financial advisors in connection with the Proposed Transaction.