According to the Complaint, China XD Plastics Company Limited engages in the research, development, manufacture, and sale of modified plastics primarily for automotive applications in the People's Republic of China, and Dubai, the United Arab Emirates.
Plaintiff brings this stockholder class action on behalf of himself and all other public stockholders of China XD Plastics Company Limited against China XD and the Company’s Board of Directors for violations of Sections 14(a) andSection 20(a) of the Exchange Act and for breaches of fiduciary duty as a result of Defendants’ efforts to sell the Company to Faith Dawn Limited.
The terms of the Proposed Transaction were memorialized in a June 15, 2020, filing with the Securities and Exchange Commission on Form 8-K attaching the definitive Agreement and Plan of Merger. Under the terms of the Merger Agreement, Faith Dawn and will acquire all of the outstanding shares of common stock of the Company not already beneficially owned by Faith Dawn. China XD public stockholders will receive, in exchange for each share of China XD common stock they own, $1.20 in cash per China XD share.
On June 22, 2020, China XD filed a Preliminary Proxy Statement on Schedule PREM14A with the SEC in support of the Proposed Transaction. The Complaint alleges that the Preliminary Proxy omits and/or misrepresents material information concerning, among other things: (a) the sales process and in particular certain conflicts of interest for management; (b) the financial projections for China XD, provided by China XD to the Special Committee’s financial advisor; and (c) the data and inputs underlying the financial valuation analyses, if any, that purport to support the fairness opinions.