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Mergers or Acquisitions

CafePress Logo

CafePress, Inc.(NASDAQ: PRSS)has concluded a merger agreement under which it would become a subsidiary of Snapfish, LLC. But the complaint for this class action alleges that the terms of the merger agreement and tender offer are not in the interests of CafePress shareholders. Instead, it says, CafePress’s board of directors has been influenced by terms that will benefit only themselves. 

Lit Board with Figures

Bay Bancorp, Inc. has entered into a merger agreement under which it would be acquired by Old Line Bancshares, Inc., but the complaint for this class action alleges a large number of material omissions from the Form S-4 Registration Statement filed by the company with the Securities and Exchange Commission (SEC). These omissions, it says, are violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. The complaint claims that the omissions include financial information, conflicts of interest, information on confidentiality agreements and other potential offers for the company, and details related to the board’s vote on the merger agreement. 

Impax Laboratories Building

On October 17, 2017, Impax Laboratories, Inc. entered into a complex merger agreement with Amneal Pharmaceuticals, but the complaint for this class action says that the Registration Statement for the transaction is deficient and violates Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. The omissions include the bases for financial projections and analyses, the involvement of another financial advisor, and the background and process of the proposed transaction.

MGC Diagnostics Machine

On December 7, 2017, MGC Diagnostics Corporation filed a Solicitation/Recommendation Statement with the Securities and Exchange Commission (SEC) for a proposed transaction in which Altus Capital Partners, Inc. would execute a merger with MGC through a tender offer. But the complaint for this class action alleges that the Solicitation Statement omits material information required for shareholders to fully assess the transaction, in violation of Sections 14(d), 14(e) and 20(a) of the Securities Exchange Act of 1934.

MaxPoint Logo

MaxPoint, Inc. entered into a tender-offer-based merger agreement with Valassis Communications, Inc. and its affiliates on August 27, 2017. The complaint for this class action is concerned about the tightness of the agreement coupled with the omission of information in the company’s filings with the Securities and Exchange Commission (SEC), which it claims violate Sections 14(d), 14(e), and 20(a) of the Securities Exchange Act of 1934.

Waster Energy Logo

The original plan for Westar Energy, Inc. to merge with Great Plains Energy Incorporated was rejected by the Kansas Corporation Commission. The new proposal for the merger of the two businesses is more complex, involving two transactions and a newly-created company, and the complaint for this class action alleges that crucial information is missing from the companies’ related Form S-4 filings, in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. Most notable is the omission of standalone projections for the new company to be created by the merger.

Tech Data Logo

Tech Data Corporation has been around for a long time—since 1974—as a wholesale distributor of technology products. However, the complaint for this class action alleges that the company had trouble with its recent acquisition of  Technology Solutions and hid the problems instead of disclosing them in its press releases, filings, and conference calls, in violation of Sections 14(b) and 20(a) of the Securities Exchange Act of 1934. 

INC Research Logo

The complaint for this class action alleges that INC Research Holdings, Inc. (INCR) made misleadingly optimistic statements about its merger with inVentive Health, Inc., in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The complaint alleges that the company did not disclose that inVentive was underperforming; that the merger would not deliver the results that INCR hoped it would; and that INCR’s 2017 performance would be negatively affected. When corrective information finally broker, it led to a precipitous decline in its stock prices.

Capella University Logo

Capella Education Company is a multi-armed entity that focuses on online degree and non-degree learning, serving tens of thousands of students in all fifty states and fifty-four countries. But the complaint for this class action questions whether the Registration Statement for its proposed merger with Strayer Education provides stockholders with enough information to evaluate the transaction. First, the complaint details missing items, inputs, assumptions, and figures that allegedly calls into question Capella’s and Strayer’s financial projections and sections of the Registration Statement. Second, the complaint claims that the Registration Statement doesn’t provide sufficient information on potential conflicts of interest for Capella’s officers and directors.

Paragon Commercial 2016 Annual Report Cover

On April 27, 2017, Paragon Commercial Corporation announced a proposed transaction under which it would be acquired by TowneBank, with Paragon shareholders receiving 1.720 of Towne common stock for each share of Paragon that they own. But the complaint for this class action claims that the Proxy Statement filed with the Securities and Exchange Commission (SEC) on October 26, 2017 omits enough material information to make it false and misleading under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934.

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