According to the Complaint, Aerojet Rocketdyne Holdings, Inc. is a world recognized aerospace and defense leader that provides propulsion systems and energetics to the space, missile defense and strategic systems, and tactical systems areas, in support of domestic and international customers.
On December 20, 2020, Aerojet Rocketdyne issued a press release announcing the Proposed Transaction, wherein Lockheed Martin Corporation will acquire Aerojet Rocketdyne for $56.00 per share in cash. The terms of the Proposed Transaction were memorialized in a December 20, 2020, filing with the Securities and Exchange Commission on Form 8-K attaching the definitive Agreement and Plan of Merger (the “Merger Agreement”).
On January 25, 2021, Aerojet Rocketdyne filed a Preliminary Proxy Statement on Form PREM14A (the “Preliminary Proxy”) with the SEC in support of the Proposed Transaction. The Complaint alleges that the Proposed Transaction is unfair and undervalued for a number of reasons. Significantly, the Complaint alleges the Preliminary Proxy describes an insufficient process in which the Board acquiesced to Lockheed Martin’s low price bid without fielding indications of interest from other potentially interested third parties. The Complaint further alleges that the Preliminary Proxy is materially deficient, deprives Aerojet Rocketdyne’s stockholders of the information they need to make an intelligent, informed and rational decision of whether to vote their shares in favor of the Proposed Transaction, and is thus in breach of the Defendants fiduciary duties.