According to the Complaint, Sunworks, Inc., through its subsidiaries, provides photovoltaic based power systems for the agricultural, commercial, industrial, public works, and residential markets in California, Massachusetts, Nevada, Oregon, New Jersey, and Washington.
Plaintiff brings this stockholder class action on behalf of himself and all other public stockholders of Sunworks, Inc., against Sunworks, the Company’s Board of Directors, and The Peck Company Holdings, Inc. for alleged violations of Sections 14(a) and 20(a) of the Securities and Exchange Act of 1934 and alleged breaches of fiduciary duty as a result of Defendants’ efforts to sell the Company to Peck as a result of an allegedly unfair process, and to enjoin an upcoming stockholder vote on a proposed all stock transaction (the “Proposed Transaction”).
On August 10, 2020, The Peck Company Holdings, Inc. and Sunworks issued a press release announcing the Proposed Transaction. The terms of the Proposed Transaction were memorialized in an August 10, 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, Sunworks will become an indirect wholly-owned subsidiary of Peck, and Sunworks stockholders will receive 0.185171 shares of Peck common stock for every share of Sunworks common stock they own, resulting in a merger consideration of approximately $0.80 per share of Sunworks’ common stock based upon the closing price of Peck on August 7, 2020 of $4.33 per share. As a result of the Proposed Transaction, Sunworks shareholders will own approximately 36.54% of Peck.
On October 1, 2020, Peck filed a Registration Statement on Form S-4 with the SEC in support of the Proposed Transaction, and which was later amended by Peck on October 14, 2020 on Form S-4/A. The Complaint alleges that Defendants have breached their fiduciary duties by, inter alia, (i) agreeing to sell Sunworks without first taking steps to ensure that Plaintiff and Class members would obtain adequate, fair and maximum consideration under the circumstances; and (ii) engineering the Proposed Transaction to benefit themselves and/or Peck without regard for Sunworks’ public stockholders. The Complaint further alleges that Defendants caused to be filed the materially deficient Amended Registration Statement with the SEC in an effort to solicit stockholders to vote their Sunworks shares in favor of the Proposed Transaction.