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Registration Statement

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Planet Payment, Inc. provides international payment and transaction processing services, and in October 2017, Fintrax made a tender offer to acquire the company’s stock. The offer expires on December 18, but the complaint for this class action claims that the Solicitation/Registration Statement omits material information in violation of the Securities Exchange Act of 1934. First, the complaint alleges that the Solicitation Statement omits material information about the projections and analyses performed by the company’s financial advisors. Second, it alleges that the Solicitation Statement does not include enough information about the potential conflicts of interest of the company’s officers and directors.

Trivago Logo

Trivago, the online hotel search platform, had its initial public offering on December 16, 2016. About a month before, it filed a Form F-1 Registration Statement, which was amended several times, and which contained a preliminary prospectus. The complaint for this class action claims that Trivago’s Registration Statement and subsequent statements were false and misleading, in violation of the Securities Exchange Act of 1934, because they touted Trivago’s adherence to ethical business conduct, even though, according to the complaint, Trivago was engaged in conduct likely to lead to increased regulatory scruntiny.

IXYS Products

IXYS Corporation is proposing to merge with Littelfuse, Inc., but is the deal in the best interests of shareholders? The complaint for this class action alleges that it’s impossible for shareholders to tell, because too much has been omitted from the Registration Statement, in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. Missing information includes (1) the background of the transaction, including details of discussions with other companies, (2) key inputs and assumptions for valuation analyses, and (3) information about potential conflicts of interest facing certain members of the board.

Home Labeled Starwood Waypoint Homes

On August 9, 2017, Starwood Waypoint Homes (SFR) entered into an agreement to merge with Invitation Homes, Inc. (INVH) that would entitle the holder of each common share of SFR to receive 1.6140 shares of common stock of INVH. Unfortunately, according to the complaint for this class action, the S-4 Registration Statement omits material information to an extent that renders it false and misleading. First, the complaint alleges that it leaves out a good deal of information related to SFR’s and INVH’s financial projections and valuation analyses. Second, the complaint claims that not enough is revealed about potential conflicts of interest with respect to the financial advisors.

Rockwell Collins Aircraft Interior

Rockwell Collins has entered into a merger agreement to be acquired by United Technologies Corporation (UTC), which would compensate stockholders with $93.33 in cash plus a portion of a share of UTC’s common stock. A Form S-4 Registration Statement was filed with the Securities and Exchange Commission (SEC) on October 10, 2017, but according to the complaint for this class action, the Statement does not contain sufficient information to allow stockholders to fairly assess the deal or understand potential conflicts of interest.

Numerex Symbol

Numerex Corporation works with the “Internet of Things,” that is, the interconnected network of devices that communicate with each other via the Internet. On August 3, 2017, the company announced that it had formed a merger agreement to sell Numerex to Sierra Wireless, Inc. But according to the complaint for this class action, the Form F-4 Registration Statement filed with the Securities and Exchange Commission (SEC) omits or misrepresents material information, which the complaint alleges is a violation of the Securities Exchange Act of 1934.

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