Case 1:21-cv-00212-UNA Document 1 Filed 02/16/21 Page 1 of 15 PageID #: 1
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`BRYAN ANDERSON,
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`Plaintiff,
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`v.
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`REALPAGE, INC., STEPHEN T. WINN,
`ALFRED R. BERKELEY, III, PETER
`GYENES, SCOTT S. INGRAHAM, DANA
`JONES, CHARLES F. KANE, JEFFREY T.
`LEEDS, and JASON A. WRIGHT,
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`Defendants.
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`UNITED STATES DISTRICT COURT
`DISTRICT OF DELAWARE
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`Case No._______________
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`COMPLAINT FOR VIOLATIONS OF
`THE FEDERAL SECURITIES LAWS
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`JURY TRIAL DEMANDED
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`Plaintiff Bryan Anderson (“Plaintiff”), by his undersigned attorneys, for this complaint
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`against defendants, alleges upon personal knowledge with respect to himself, and upon
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`information and belief based upon, inter alia, the investigation of counsel as to all other allegations
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`herein, as follows:
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`NATURE OF THE ACTION
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`1.
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`Plaintiff brings this action against RealPage, Inc. (“RealPage” or the “Company”)
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`and the members of its Board of Directors (the “Board” or the “Individual Defendants”) for their
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`violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange
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`Act”), 15 U.S.C. §§ 78n(a), 78t(a), and U.S. Securities and Exchange Commission (“SEC”) Rule
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`14a-9, 17 C.F.R. § 240.14a-9. By the Action, Plaintiff seeks to enjoin the vote on a proposed
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`transaction, pursuant to which RealPage will be acquired by funds affiliated with Thoma Bravo,
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`L.P. (“Thoma Bravo”) (the “Proposed Transaction”).
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`2.
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`On December 21, 2020, RealPage announced it had entered into an Agreement and
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`Plan of Merger dated December 20, 2020 (the “Merger Agreement”) pursuant to which Thoma
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`Bravo would acquire the Company. The Merger Agreement provides that each RealPage
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`stockholder will receive $88.75 in cash for each share of RealPage common stock they own (the
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`“Merger Consideration”).
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`3.
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`On February 5, 2021, RealPage filed a Schedule 14A Definitive Proxy Statement
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`(the “Proxy Statement”) with the SEC. The Proxy Statement, which recommends that RealPage
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`stockholders vote in favor of the Proposed Transaction, omits or misrepresents material
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`information concerning, among other things: (i) the Company’s financial projections and the data
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`and inputs underlying the financial valuation analyses that support the fairness opinion provided
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`by the Company’s financial advisor, BofA Securities, Inc. (“BofA”); (ii) the potential conflicts of
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`interest faced by the Company’s insiders; and (iii) the background of the Proposed Transaction.
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`Defendants authorized the issuance of the false and misleading Proxy Statement in violation of
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`Sections 14(a) and 20(a) of the Exchange Act.
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`4.
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`It is imperative that the material information omitted from the Proxy Statement is
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`disclosed to the Company’s stockholders prior to the forthcoming stockholder vote so that they
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`can properly exercise their corporate suffrage rights.
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`5.
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`For these reasons and as set forth in detail herein, Plaintiff seeks to enjoin
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`Defendants from taking any steps to consummate the Proposed Transaction unless and until the
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`material information discussed below is disclosed to the Company’s stockholders or, in the event
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`the Proposed Transaction is consummated, to recover damages resulting from the defendants’
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`violations of the Exchange Act.
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`Case 1:21-cv-00212-UNA Document 1 Filed 02/16/21 Page 3 of 15 PageID #: 3
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`JURISDICTION AND VENUE
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`6.
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`This Court has subject matter jurisdiction pursuant to Section 27 of the Exchange
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`Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1331 (federal question jurisdiction) as Plaintiff alleges
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`violations of Section 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9.
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`7.
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`This Court has jurisdiction over the defendants because each defendant is either a
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`corporation that conducts business in and maintains operations within this District or is an
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`individual with sufficient minimum contacts with this District so as to make the exercise of
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`jurisdiction by this Court permissible under traditional notions of fair play and substantial justice.
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`8.
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`Venue is proper in this District pursuant to 28 U.S.C. § 1391 because defendants
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`are found or are inhabitants or transact business in this District.
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`THE PARTIES
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`9.
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`Plaintiff is a continuous stockholder of RealPage and has been at all times relevant
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`hereto.
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`10.
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`Defendant RealPage is a Delaware corporation with its principal executive offices
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`located at 2201 Lakeside Blvd., Richardson, Texas 75082. RealPage’s common stock trades on
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`the NASDAQ Global Select Market under the ticker symbol “RP.”
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`11.
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`Defendant Stephen T. Winn (“Winn”) the Company’s Chief Executive Officer.
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`Winn also has been a director of the Company since November 1998 and Chairman of the Board
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`and President since August 2012.
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`12.
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`Defendant Alfred R. Berkeley, III (“Berkeley”) is a director of the Company and
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`has been since December 2003.
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`13.
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`Defendant Peter Gyenes (“Gyenes”) is a director of the Company and has been a
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`since January 2010.
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`14.
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`Defendant Scott S. Ingraham (“Ingraham”) is a director of the Company and has
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`been a since February 2012.
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`15.
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`Defendant Dana Jones (“Jones”) is a director of the Company and has been a since
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`2019.
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`16.
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`Defendant Charles F. Kane (“Kane”) is a director of the Company and has been a
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`since June 2012.
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`17.
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`Defendant Jeffrey T. Leeds (“Leeds”) is a director of the Company and has been a
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`since December 1999.
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`18.
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`Defendant Jason A. Wright (“Wright”) is a director of the Company and has been
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`a since December 2003.
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`19.
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`Defendants identified in paragraphs 11-18 are referred to herein as the “Board” or
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`the “Individual Defendants.”
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`20.
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`Non-party Thoma Bravo is a private equity firm with offices in San Francisco and
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`Chicago.
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`SUBSTANTIVE ALLEGATIONS
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`Background of the Company
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`21.
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`RealPage is a is in the business of providing software and data analytics to the real
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`estate industry. RealPage sell its solutions through its direct sales organization. The Company’s
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`total revenues were approximately $988.1 million, $869.5 million, and $671.0 million for the years
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`ended December 31, 2019, 2018, and 2017, respectively. In the same periods, the Company had
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`operating income of approximately $92.4 million, $66.1 million, and $30.0 million, respectively,
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`and net income of approximately $58.2 million, $34.7 million, and $0.4 million, respectively.
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`22.
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`On November 5, 2020, the Company announced its third quarter 2020 financial
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`results. For the quarter, the Company reported: (i) GAAP total revenue of $298.1 million, an
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`Case 1:21-cv-00212-UNA Document 1 Filed 02/16/21 Page 5 of 15 PageID #: 5
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`increase of 17% year-over-year; (ii) net income of $16.3 million, or $0.16 in net income per diluted
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`share, a year-over-year increase of 40% and 33%, respectively; (iii) Adjusted EBITDA of $86.2
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`million, an increase of 19% year-over-year; and (iv) non-GAAP net income of $52.2 million, or
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`$0.52 in non-GAAP net income per diluted share, a year-over-year increase of 22% and 16%,
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`respectively. Commenting on the financial results, defendant Winn stated:
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`In the third quarter, we continued to exceed expectations and delivered the strongest
`quarter in RealPage history. We believe our continued performance underscores the
`strength of our model and the importance of the solutions we are providing to
`customers. We achieved this performance despite significant uncertainty in many
`sectors of the economy – further evidence that technology transformation remains
`a top priority for owners and operators throughout the country.
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`23.
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`The Company’s Chief Financial Officer and Treasurer, Brian Shelton, also touted
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`the Company’s strong results and positive future outlook, stating:
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`During the third quarter, we sharpened our focus on disciplined investment while
`proactively helping our customers respond to a historic transition to a work-from-
`home model. More than ever, RealPage customers recognize the need for digital
`transformation to meet these challenges. As a result, we are raising the mid-point
`of our full-year revenue outlook by $11 million and our Adjusted EBITDA margin
`guidance by 100 basis points. As we prepare for 2021, we will continue to focus on
`top-line growth and operating discipline, both of which will position us for
`sustained success.
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`The Proposed Transaction
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`24.
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`On December 20, 2020, RealPage announced the Proposed Transaction, stating in
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`relevant part:
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`RICHARDSON, Texas & SAN FRANCISCO-- RealPage, Inc. (NASDAQ: RP), a
`leading global provider of software and data analytics to the real estate industry,
`today announced it has entered into a definitive agreement to be acquired by Thoma
`Bravo, a leading private equity investment firm focused on the software and
`technology-enabled services sector, in an all-cash transaction that values RealPage
`at approximately $10.2 billion, including net debt.
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`Under the terms of the agreement, RealPage stockholders will receive $88.75 in
`cash per share of RealPage common stock upon closing of the transaction. The
`purchase price represents a premium of 30.8% over RealPage’s closing stock price
`of $67.83 on December 18, 2020, a premium of 36.5% over RealPage’s 30-day
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`volume-weighted average share price through that date, and a premium of 27.8%
`over RealPage’s all-time high closing stock price of $69.47 on December 7, 2020.
`The RealPage Board of Directors has unanimously approved the agreement with
`Thoma Bravo and recommends that RealPage stockholders vote in favor of the
`transaction at the special meeting of RealPage stockholders to be called in
`connection with the transaction.
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`Upon completion of the transaction, RealPage expects to continue operating under
`the leadership of Chairman and CEO Steve Winn and the existing RealPage
`leadership team based in Richardson, Texas.
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`“We believe this transaction will provide immediate and substantial value to
`RealPage stockholders, reflecting the tremendous work that our employees have
`done to build this company. I am immensely proud of that work and also pleased
`that the transaction will provide us the opportunity to work with Thoma Bravo, a
`firm with tremendous software investment and operational capabilities. This will
`enhance our ability to focus on executing our long-term strategy and delivering
`even better products and services to our clients and partners,” commented Steve
`Winn, Chairman of the Board and Chief Executive Officer of RealPage.
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`“RealPage’s industry leading platform is critical to the real estate ecosystem and
`has tremendous potential going forward,” said Orlando Bravo, Founder and a
`Managing Partner of Thoma Bravo. “Our firm has a track record of acquiring
`cutting edge software providers to specialized industries and driving their
`innovation and growth while remaining true to their core business and customers.
`Together, RealPage and Thoma Bravo can partner to grow the company’s market
`offerings and enhance its current capabilities to capitalize on the increasingly
`complex and expanding real estate market.”
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`“We are thrilled to partner with Steve and the RealPage team at this exciting
`milestone in the company’s journey,” said Scott Crabill, a Managing Partner at
`Thoma Bravo. “As technology transformation takes on increasing importance in
`the real estate industry, RealPage’s diverse and innovative portfolio of products and
`solutions puts the company in prime position to accelerate its market leadership.
`We look forward to applying Thoma Bravo’s operational and investment expertise
`in software to help drive RealPage’s continued growth and identify attractive M&A
`opportunities.”
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`Transaction Details
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`Closing of the transaction is subject to customary conditions, including approval by
`the holders of a majority of the outstanding shares of RealPage common stock,
`expiration or early termination of the applicable waiting period under the Hart-
`Scott-Rodino Antitrust Improvements Act of 1976, and receipt of other required
`regulatory approvals. A special meeting of RealPage stockholders will be held in
`early 2021, following the filing of a definitive proxy statement with the U.S.
`Securities and Exchange Commission. Mr. Winn and certain affiliated entities,
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`which collectively own approximately 10% of the outstanding shares of RealPage
`common stock, have entered into a voting agreement with Thoma Bravo pursuant
`to which they have agreed, among other things, to vote their shares of RealPage
`common stock in favor of the merger, and against any competing transaction, so
`long as, among other things, the RealPage Board of Directors continues to
`recommend that RealPage stockholders vote in favor of the merger.
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`Consistent with the Board’s commitment to maximizing stockholder value, under
`the terms of the definitive merger agreement, RealPage’s Board of Directors and
`advisors may actively initiate, solicit and consider alternative acquisition proposals
`during a 45-day “go shop” period. RealPage has the right to terminate the merger
`agreement to accept a superior proposal during the go-shop period, subject to the
`terms and conditions of the merger agreement. There can be no assurances that this
`process will result in a superior proposal, and RealPage does not intend to disclose
`developments with respect to this solicitation process unless and until RealPage’s
`Board of Directors makes a determination requiring further disclosure.
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`The parties expect the transaction to close in the second quarter of 2021. Upon
`completion of the transaction, RealPage will become a privately held company, and
`its common stock will no longer be listed on the NASDAQ stock market.
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`The Proxy Statement Contains Material Misstatements or Omissions
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`25.
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`On February 5, 2020, RealPage filed the Proxy Statement with the SEC. The
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`Company furnished it to stockholders to solicit their votes in favor of the Proposed Transaction.
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`The Individual Defendants were obligated to carefully review the Proxy Statement before it was
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`filed with the SEC and disseminated to the Company’s stockholders to ensure that it did not contain
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`any material misrepresentations or omissions. However, the Proxy Statement misrepresents and/or
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`omits material information that is necessary for the Company’s stockholders to make an informed
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`decision concerning whether to vote in favor of the Proposed Transaction, in violation of Sections
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`14(a) and 20(a) of the Exchange Act. Specifically, as set forth below, the Proxy Statement fails to
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`provide Company stockholders with material information or provides them with materially
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`misleading information concerning: (i) the Company’s financial projections and other relevant
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`financial information that ostensibly support the financial valuation analyses that support the
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`fairness opinion provided by the Company’s financial advisor, BofA; (ii) the potential conflicts of
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`interest faced by the Company’s insiders; and (iii) the background of the Proposed Transaction.
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`The omission of this information precludes the stockholders of RealPage from conducting a full
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`and fair vote on the Proposed Transaction.
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`Material Omissions Concerning RealPage’s Financial Projections and BofA’s Financial
`Analyses
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`regarding RealPage
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`26.
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`The Proxy Statement omits material
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`information
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`management’s financial projections.
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`27. With respect to RealPage management’s financial projections, the Proxy Statement
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`fails to disclose all line items used to calculate the Company’s unlevered free cash flows, including
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`(a) estimated tax expense, (b) stock-based compensation expense, (c) change in net working
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`capital, (d) acquisition capital expenditures, (e) capital expenditures (other than acquisition capital
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`expenditures), (f) other non-cash items, (g) other tax related items, (h) one time acquisition related
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`items, and (i) expected acquisition payouts.
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`28.
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`The Proxy Statement also fails to disclose all line items used to calculate the
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`Company’s adjusted EBITDA, including (a) acquisition-related deferred revenue, (b) depreciation,
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`asset impairment, and loss on disposal of assets, (c) amortization of product technologies and
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`intangible assets, (d) change in fair value of equity investment, (e) acquisition-related expense, (f)
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`organizational realignment costs, (g) regulatory and legal matters, (h) stock-based expense, (i)
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`interest expense, net, and (j) income tax expense.
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`29.
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`The Proxy Statement also describes BofA’s financial analyses underlying its
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`fairness opinion. This description, however, omits key inputs and assumptions underlying these
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`analyses. By failing to disclose this information, RealPage has precluded its stockholders either
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`understanding or giving any weight to these analyses. As a result, they also cannot fairly or
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`properly evaluate BofA’s fairness opinion in determining whether to vote in favor of the Proposed
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`Transaction or seek appraisal. The Proxy Statement omits material information regarding BofA’a
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`financial analyses.
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`30. With respect to BofA’s Discounted Cash Flow Analysis, the Proxy Statement fails
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`to disclose: (i) the terminal values utilized by BofA; (ii) the individual inputs and the assumptions
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`forming the basis for the range of discount rates of 6.50% to 8.50%; (iii) the Company’s net debt
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`as of December 31, 2020; and (iv) the number of fully diluted shares outstanding.
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`31. With respect to BofA’s research analyst price target analysis, the Proxy Statement
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`fails to disclose the individual price targets for RealPage or the sources thereof.
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`32.
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`The omission of this information renders the statements in the “Opinion of the
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`Company’s Financial Advisor” section of the Proxy Statement false and/or materially misleading
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`in contravention of the Exchange Act.
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`Material Omissions Concerning Company Insiders’ Potential Conflicts of Interest
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`33.
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`The Proxy Statement fails to disclose material information concerning the potential
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`conflicts of interest faced by the Company’s insiders.
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`34.
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`The December 21, 2020 press release announcing the Proposed Transaction sets
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`forth that “[u]pon completion of the transaction, RealPage expects to continue operating under the
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`leadership of Chairman and CEO Steve Winn and the existing RealPage leadership team based in
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`Richardson, Texas.” Yet, the Proxy Statement fails to disclose the details of any employment and
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`retention-related discussions and negotiations that occurred between Thoma Bravo and RealPage
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`executive officers, including who participated in all such communications, when they occurred
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`and their content. The Proxy Statement further fails to disclose whether any of RealPage’s letters
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`of intent or indications of interest mentioned management retention or participation in the
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`combined company and the terms thereof.
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`35.
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`Communications regarding post-transaction employment and merger-related
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`benefits during the negotiation of the underlying transaction must be disclosed to stockholders.
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`This information is necessary for RealPage’s stockholders to understand potential conflicts of
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`interest of management and the Board, as that information provides illumination concerning
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`motivations that would prevent fiduciaries from acting solely in the best interests of the Company’s
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`stockholders.
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`36.
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`The omission of this information renders the statements in the “Background of the
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`Merger” and “Interests of Executive Officers and Directors of RealPage in the Merger” sections
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`of the Proxy Statement false and/or materially misleading in contravention of the Exchange Act.
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`Material Omissions Concerning the Background of the Proposed Transaction
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`37.
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`The Proxy Statement fails to disclose material information concerning the
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`background of the Proposed Transaction.
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`38.
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`The Proxy Statement fails to disclose the terms of the confidentiality agreements
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`the Company entered into with two potential bidders during the go-shop period. Specifically, the
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`Proxy Statement fails to disclose whether either of the confidentiality agreements = included
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`standstill provisions or “don’t-ask, don’t-waive” (“DADW”) standstill provisions that are still in
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`effect and presently precluding these counterparties from submitting a topping bid for RealPage.
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`39.
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`The failure to disclose the existence of DADW provisions creates the false
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`impression that a potential bidder who entered into a nondisclosure agreement could make a
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`superior proposal for RealPage. If the potential acquirer’s nondisclosure agreement contains a
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`DADW provision, then that potential bidder can only make a superior proposal by (i) breaching
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`the nondisclosure agreement—since to make the superior proposal, it would have to ask for a
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`waiver, either directly or indirectly; or by (ii) being released from the agreement, which if action
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`has been done, is omitted from the Proxy Statement.
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`40.
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`Any reasonable RealPage stockholder would deem the fact that a likely topping
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`bidder may be precluded from making a topping bid for the Company to significantly alter the
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`total mix of information.
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`41.
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`The omission of this material information renders the statements in “Opinion of the
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`Company’s Financial Advisor,” “Background of the Merger,” and “Interests of Certain Persons in
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`the Merger” sections of the Proxy Statement false and/or materially misleading in contravention
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`of the Exchange Act.
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`42.
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`The Individual Defendants were aware of their duty to disclose this information
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`and acted negligently (if not deliberately) in failing to include this information in the Proxy
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`Statement. Absent disclosure of the foregoing material information prior to the stockholder vote
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`on the Proposed Transaction, Plaintiff and the other stockholders of RealPage will be unable to
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`make a sufficiently informed decision whether to vote in favor of the Proposed Transaction or seek
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`appraisal and are thus threatened with irreparable harm warranting the injunctive relief sought
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`herein.
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`herein.
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`CLAIMS FOR RELIEF
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`COUNT I
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`On Behalf of Plaintiff Against All Defendants for Violations of
`Section 14(a) of the Exchange Act and Rule 14a-9 and 17 C.F.R. § 244.100
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`43.
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`Plaintiff incorporates each and every allegation set forth above as if fully set forth
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`44.
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`Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange
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`Act, provides that proxy communications with stockholders shall not contain “any statement
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`which, at the time and in the light of the circumstances under which it is made, is false or
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`misleading with respect to any material fact, or which omits to state any material fact necessary in
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`order to make the statements therein not false or misleading.” 17 C.F.R. § 240.14a-9.
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`45.
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`Defendants issued the Proxy Statement with the intention of soliciting stockholder
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`support for the Proposed Transaction. Each of the defendants reviewed and authorized the
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`dissemination of the Proxy Statement and the use of their name in the Proxy Statement, which fails
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`to provide critical information regarding, among other things, financial analysis that were prepared
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`by Truist and relied upon by the Board in recommending the Company’s stockholders vote in favor
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`of the Proposed Transaction.
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`46.
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`In so doing, defendants made untrue statements of fact and/or omitted material facts
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`necessary to make the statements made not misleading. Each of the Individual Defendants, by
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`virtue of their roles as officers and/or directors, were aware of the omitted information but failed
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`to disclose such information, in violation of Section 14(a). The Individual Defendants were
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`therefore negligent, as they had reasonable grounds to believe material facts existed that were
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`misstated or omitted from the Proxy Statement, but nonetheless failed to obtain and disclose such
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`information to stockholders although they could have done so without extraordinary effort.
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`47.
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`Defendants were, at the very least, negligent in preparing and reviewing the Proxy
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`Statement. The preparation of a Proxy Statement by corporate insiders containing materially false
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`or misleading statements or omitting a material fact constitutes negligence. Defendants were
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`negligent in choosing to omit material information from the Proxy Statement or failing to notice
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`the material omissions in the Proxy Statement upon reviewing it, which they were required to do
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`carefully. Indeed, defendants were intricately involved in the process leading up to the signing of
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`the Merger Agreement and the preparation and review of strategic alternatives and other financial
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`matters.
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`48.
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`The misrepresentations and omissions in the Proxy Statement are material to
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`Plaintiff, who will be deprived of his right to cast an informed vote if such misrepresentations and
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`omissions are not corrected prior to the vote on the Proposed Transaction. Plaintiff has no adequate
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`remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff be fully
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`protected from the immediate and irreparable injury that Defendants’ actions threaten to inflict.
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`COUNT II
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`On Behalf of Plaintiff Against the Individual Defendants for Violations of Section 20(a) of
`the Exchange Act
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`49.
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`Plaintiff incorporates each and every allegation set forth above as if fully set forth
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`herein.
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`50.
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`The Individual Defendants acted as controlling persons of the Company within the
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`meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions as
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`directors of RealPage, and participation in and/or awareness of the Company’s operations and/or
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`intimate knowledge of the incomplete and misleading statements contained in the Proxy Statement
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`filed with the SEC, they had the power to influence and control and did influence and control,
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`directly or indirectly, the decision making of RealPage, including the content and dissemination
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`of the various statements that Plaintiff contends are materially incomplete and misleading.
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`51.
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`Each of the Individual Defendants was provided with or had unlimited access to
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`copies of the Proxy Statement and other statements alleged by Plaintiff to be misleading prior to
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`and/or shortly after these statements were issued and had the ability to prevent the issuance of the
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`statements or cause the statements to be corrected.
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`52.
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`Each of the Individual Defendants had direct and supervisory involvement in the
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`day-to-day operations of the Company, and, therefore, is presumed to have had the power to
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`control or influence the particular transactions giving rise to the Exchange Act violations alleged
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`herein, and exercised the same. The omitted information identified above was reviewed by the
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`Board prior to voting on the Proposed Transaction. The Proxy Statement at issue contains the
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`Case 1:21-cv-00212-UNA Document 1 Filed 02/16/21 Page 14 of 15 PageID #: 14
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`unanimous recommendation of the Board to approve the Proposed Transaction. The Individual
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`Defendants were thus directly involved in the making of the Proxy Statement.
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`53.
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`In addition, as the Proxy Statement sets forth at length, and as described herein, the
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`Individual Defendants were involved in negotiating, reviewing, and approving the Merger
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`Agreement. The Proxy Statement purports to describe the various issues and information that the
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`Individual Defendants reviewed and considered. The Individual Defendants participated in
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`drafting and/or gave their input on the content of those descriptions.
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`54.
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`By virtue of the foregoing, the Individual Defendants have violated Section 20(a)
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`of the Exchange Act.
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`55.
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`As set forth above, the Individual Defendants had the ability to exercise control
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`over and did control a person or persons who have each violated Section 14(a) and Rule 14a-9, by
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`their acts and omissions as alleged herein. By virtue of their positions as controlling persons, these
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`defendants are liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate
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`result of Individual Defendants’ conduct, Plaintiff will be irreparably harmed.
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`56.
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`Plaintiff has no adequate remedy at law. Only through the exercise of this Court’s
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`equitable powers can Plaintiff be fully protected from the immediate and irreparable injury that
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`Defendants’ actions threaten to inflict.
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`PRAYER FOR RELIEF
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`WHEREFORE, Plaintiff demands injunctive relief in his favor and against the defendants
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`jointly and severally, as follows:
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`A.
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`Preliminarily and permanently enjoining defendants and their counsel, agents,
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`employees, and all persons acting under, in concert with, or for them, from proceeding with,
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`consummating, or closing the Proposed Transaction, unless and until defendants disclose the
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`material information identified above which has been omitted from the Proxy Statement;
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`Case 1:21-cv-00212-UNA Document 1 Filed 02/16/21 Page 15 of 15 PageID #: 15
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`B.
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`Rescinding, to the extent already implemented, the Merger Agreement or any of
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`the terms thereof, or granting Plaintiff rescissory damages;
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`C.
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`Directing the defendants to account to Plaintiff for all damages suffered because of
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`their wrongdoing;
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`D.
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`Awarding Plaintiff the costs and disbursements of this action, including reasonable
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`attorneys’ and expert fees and expenses; and
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`E.
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`Granting such other and further equitable relief as this Court may deem just and
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`proper.
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`JURY DEMAND
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`Plaintiff demands a trial by jury.
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`Dated: February 16, 2021
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`
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`OF COUNSEL:
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`RM LAW, P.C.
`Richard A. Maniskas
`1055 Westlakes Drive, Suite 300
`Berwyn, PA 19312
`Tel.: (484) 324-6800
`rmaniskas@rmclasslaw.com
`
`
`
`By:
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`LONG LAW, LLC
`
`/s/Brian D. Long
`Brian D. Long (#4347)
`3828 Kennett Pike, Suite 208
`Wilmington, DE 19807
`Telephone: (302) 729-9100
`Email: BDLong@longlawde.com
`
`Attorneys for Plaintiff
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`15
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