Case 1:21-cv-00352-UNA Document 1 Filed 03/09/21 Page 1 of 14 PageID #: 1
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`UNITED STATES DISTRICT COURT
`DISTRICT OF DELAWARE
`
`MICHAEL KENT,
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`
`
`
`v.
`
`Plaintiff,
`
`
`MAGELLAN HEALTH, INC., STEVEN J.
`SHULMAN, SWATI ABBOTT,
`CHRISTOPHER J. CHEN, KENNETH J.
`FASOLA, PETER A. FELD, MURAL R.
`JOSEPHSON, G. SCOTT MACKENZIE,
`LESLIE V. NORWALK, and GUY P.
`SANSONE,
`
`
`Defendants.
`
`
`
`
`Case No._______________
`
`
`COMPLAINT FOR VIOLATIONS OF
`THE FEDERAL SECURITIES LAWS
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`JURY TRIAL DEMANDED
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`Plaintiff Michael Kent (“Plaintiff”), by and through his undersigned counsel, for his
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`complaint 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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`This is an action brought by Plaintiff against Magellan Health, Inc. (“Magellan” or
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`the “Company”) and the members of Magellan’s Board of Directors (the “Board” or the
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`“Individual Defendants”) for their violations of Sections 14(a) and 20(a) of the Securities
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`Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §§ 78n(a), 78t(a), and U.S. Securities and
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`Exchange Commission (“SEC”) Rule 14a-9, 17 C.F.R. § 240.14a-9, and to enjoin the vote on a
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`proposed transaction, pursuant to which Magellan will be acquired by Centene Corporation
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`(“Centene”) through its wholly owned subsidiary Mayflower Merger Sub, Inc. (“Merger Sub”)
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`(the “Proposed Transaction”).
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`

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`Case 1:21-cv-00352-UNA Document 1 Filed 03/09/21 Page 2 of 14 PageID #: 2
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`2.
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`On January 4, 2021, Magellan and Centene issued a joint press release announcing
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`that they had entered into an Agreement and Plan of Merger dated January 4, 2021 (the “Merger
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`Agreement”) to sell Magellan to Centene. Under the terms of the Merger Agreement, each holder
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`of Magellan common stock will receive $95.00 in cash for each share of Magellan common stock
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`they own (the “Merger Consideration”). The Proposed Transaction is valued at approximately
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`$2.2 billion.
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`3.
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`On February 19, 2021, Magellan filed a Schedule 14A Definitive Proxy Statement
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`(the “Proxy Statement”) with the SEC. The Proxy Statement, which recommends that Magellan
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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: (a) the Company’s financial projections and the
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`financial analyses supporting the fairness opinions provided by the Board’s financial advisors,
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`Goldman Sachs & Co. LLC (“Goldman”) and Guggenheim Securities, LLC (“Guggenheim”); and
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`(b) the background of the Proposed Transaction. Defendants authorized the issuance of the false
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`and misleading Proxy Statement in violation of 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 Registration
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`Statement is disclosed to the Company’s stockholders prior to the forthcoming stockholder vote
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`so that they 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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`
`2
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`Case 1:21-cv-00352-UNA Document 1 Filed 03/09/21 Page 3 of 14 PageID #: 3
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`JURISDICTION AND VENUE
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`6.
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`This Court has jurisdiction over the claims asserted herein for violations of Sections
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`14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder pursuant to Section
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`27 of the Exchange Act, 15 U.S.C. § 78aa, and 28 U.S.C. §1331 (federal question jurisdiction).
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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, and has been at all times relevant hereto, a continuous stockholder of
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`Magellan.
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`10.
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`Defendant Magellan is a Delaware corporation, with its principal executive offices
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`located at 4801 E. Washington Street, Phoenix Arizona 85034 and an office located at 2650
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`Camino Del Rio N, San Diego, California 92108. The Company is a leader in managing fast
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`growing, complex areas of health, including special populations, complete pharmacy benefits and
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`other specialty areas of healthcare. Magellan’s common stock trades on the NASDAQ Global
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`Select Market under the ticker symbol “MGLN.”
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`11.
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`Defendant Steven J. Shulman (“Shulman”) has been Chairman of the Board and a
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`director of the Company since 2019.
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`12.
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`Defendant Swati Abbott (“Abbott”) has been a director of the Company since 2018.
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`3
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`Case 1:21-cv-00352-UNA Document 1 Filed 03/09/21 Page 4 of 14 PageID #: 4
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`13.
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`Defendant Christopher J. Chen (“Chen”) has been a director of the Company since
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`2020.
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`14.
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`Defendant Kenneth J. Fasola (“Fasola”) has been Chief Executive Officer (“CEO”)
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`and a director of the Company since November 2019.
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`Defendant Peter A. Feld (“Feld”) has been a director of the Company since 2019.
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`Defendant Mural R. Josephson (“Josephson”) has been a director of the Company
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`15.
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`16.
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`since 2020.
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`17.
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`Defendant G. Scott MacKenzie (“MacKenzie”) has been a director of the Company
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`since 2016.
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`18.
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`Defendant Leslie V. Norwalk (“Norwalk”) has been a director of the Company
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`since 2019.
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`19.
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`Defendant Guy P. Sansone (“Sansone”) has been a director of the Company since
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`2019.
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`20.
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`Defendants identified in paragraphs 10-18 are referred to herein as the “Board” or
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`the “Individual Defendants.”
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`21.
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`Non-party Centene is a Delaware corporation, with its principal executive offices
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`located at 7700 Forsyth Boulevard, St. Louis, Missouri 63105. Centene operates as a multi-
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`national healthcare enterprise that provides programs and services to under-insured and uninsured
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`individuals in the United States. Centene’s common stock trades on the New York Stock Exchange
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`under the ticker symbol “CNC.”
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`22.
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`Non-Party Merger Sub is a Delaware corporation and a wholly owned subsidiary
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`of Centene.
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`4
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`Case 1:21-cv-00352-UNA Document 1 Filed 03/09/21 Page 5 of 14 PageID #: 5
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`The Proposed Transaction
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`SUBSTANTIVE ALLEGATIONS
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`23.
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`On January 4, 2021, Magellan and Centene issued a joint press release announcing
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`the Proposed Transaction. The press release states, in relevant part:
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`ST. LOUIS and PHOENIX, Jan. 4, 2021 -- Centene Corporation (NYSE: CNC)
`and Magellan Health, Inc. (NASDAQ: MGLN) today announced that they have
`entered into a definitive merger agreement under which Centene will acquire
`Magellan Health for $95 per share in cash for a total enterprise value of $2.2 billion.
`The transaction, which was unanimously approved by the Boards of Directors of
`both companies, will broaden and deepen Centene's whole health capabilities and
`establish a leading behavioral health platform. The combined platform lays the
`foundation by which the company will continue to invest and innovate for its
`members, enabling improved health outcomes and faster, diversified growth.
`
`The combination brings together the companies’ complementary capabilities in
`behavioral health, specialty healthcare and pharmacy management. As a result of
`the transaction, Centene will establish one of the nation’s largest behavioral health
`platforms across 41 million unique members with enhanced capabilities to deliver
`better health outcomes for complex, high-cost populations. Magellan Health will
`also add to Centene's leadership in government sponsored healthcare, bringing 5.5
`million new members on government-sponsored plans. Magellan Health also
`provides specialty health services for 18 million third-party customer members in
`addition to Centene’s own members. Furthermore, the transaction adds 2 million
`PBM members and 16 million medical pharmacy members, enhancing the scale of
`Centene’s pharmacy platform with leading capabilities in specialty drug
`management. As part of Centene’s Health Care Enterprises, Magellan Health will
`continue to independently support its existing customers and pursue growth
`opportunities. In addition, the transaction will create attractive shareholder returns
`through enhanced service capabilities, cross-sell opportunities and increased
`engagement with third-party customers.
`
`“There is a critical need for a fundamentally better approach to supporting people
`with complex, chronic conditions through better integration of physical and mental
`health care. This has become even more evident in light of the pandemic which has
`driven a dramatic rise in behavioral health needs,” said Michael F. Neidorff,
`Chairman, President and Chief Executive Officer of Centene. “This acquisition
`accelerates our diversification strategy and enhances our ability to build next
`generation capabilities in our specialty care business by leveraging our scale and
`investments in technology. Furthermore, we are very familiar with the range of
`Magellan Health's healthcare solutions as we have been one of their customers over
`many years, and our shared commitment to taking care of the most vulnerable
`populations makes this transaction a natural step.”
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`5
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`“We’re thrilled to bring together two businesses with complementary capabilities
`and a shared commitment to driving higher quality care for our members while
`lowering overall healthcare costs,” said Kenneth J. Fasola, Chief Executive Officer
`of Magellan Health. “By joining Centene under the Health Care Enterprises
`umbrella, we will maintain the independence necessary to ensure continued service
`to our third-party customers while accelerating the introduction of innovative
`solutions and reimagining behavioral health. I look forward to continuing to lead
`Magellan Health as we create exciting new opportunities for our customers and
`employees who will benefit from the creation of a best-in-class platform that meets
`our members’ needs today and in the future.”
`
`Strategic and Financial Benefits of the Transaction:
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`• Broadening and deepening Centene’s whole health capabilities at a
`critical time: the acquisition increases Centene’s scale and capability in
`behavioral care at a time when more than 2 in 5 Americans are struggling
`with mental or behavioral health issues associated with the COVID-19
`pandemic. In addition, the sickest 5% of the population consume 50% of
`healthcare spending and Magellan Health’s behavioral health, specialty
`health and pharmacy offerings focus on the portion of this spend that is
`addressable.
`• Advancing Centene’s specialty care and Health Care Enterprises
`platforms: the transaction brings additional scale in the company's growing
`specialty care division and complements Centene’s evolving Health Care
`Enterprises portfolio, aligned with delivering the latest technologies and
`services across the full spectrum of its members.
`• Enabling better health outcomes at lower total medical costs: by
`combining both companies’ capabilities in behavioral health and specialty
`healthcare, the acquisition enables more integrated solutions across physical
`and mental health to deliver better health outcomes at lower costs for
`complex, high-cost populations.
`• Value creation for shareholders: the acquisition will create attractive
`opportunities to grow Centene's specialty care business with enhanced
`services, new product development and additional third party relationships.
`Centene expects the transaction to be slightly accretive in the first full year
`and deliver low to mid-single digit percent adjusted EPS accretion from the
`transaction by the second full year, including approximately $50 million in
`annual net cost synergies projected by the second full year. The net
`synergies are in addition to the cost reduction plan of $75 million already
`initiated by Magellan Health.
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`Organization and Leadership
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`Ken Fasola, CEO of Magellan Health, and other members of Magellan Health’s
`leadership team have agreed to join Centene to provide continuity to Magellan
`Health’s strategy and leadership.
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`6
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`Case 1:21-cv-00352-UNA Document 1 Filed 03/09/21 Page 7 of 14 PageID #: 7
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`Timing and Required Approvals
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`The transaction is subject to clearance under the Hart-Scott Rodino Act, receipt of
`required state regulatory approvals, the approval of the definitive merger agreement
`by Magellan Health’s stockholders and other customary closing conditions. In
`connection with the transaction, affiliates of Starboard Value LP, which own
`approximately 9.4% of Magellan Health's outstanding shares of common stock in
`the aggregate, have entered into a merger support agreement whereby they have
`agreed to vote their shares in favor of the transaction at Magellan Health’s special
`meeting.
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`The transaction is not contingent upon financing. Centene intends to primarily fund
`the cash portion of the acquisition through debt financing, and J.P. Morgan has
`provided a $2.381 billion bridge financing commitment. Upon closing, Centene
`expects its debt-to-capital ratio to be in the low 40% range, and intends to use its
`strong earnings and cash flows to achieve its targeted debt-to-capital ratio in the
`upper 30% range within 12 to 18 months post close.
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`Centene and Magellan Health expect to complete the transaction in the second half
`of 2021.
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`The Proxy Statement Contains Material Misstatements or Omissions
`
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`24.
`
`Defendants filed a materially incomplete and misleading Proxy Statement with the
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`SEC and disseminated it to Magellan’s stockholders. The Proxy Statement misrepresents or omits
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`material information that is necessary for the Company’s stockholders to make an informed
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`decision whether to vote in favor of the Proposed Transaction or seek appraisal.
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`25.
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`Specifically, as set forth below, the Proxy Statement fails to provide Company
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`stockholders with material information or provides them with materially misleading information
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`concerning: (a) the Company’s financial projections and the financial analyses supporting the
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`fairness opinions provided by the Board’s financial advisors, Goldman and Guggenheim; and (b)
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`the background of the Proposed Transaction.
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`Material Omissions Concerning the Company’s Financial Projections and Goldman’s and
`Guggenheim’s Financial Analyses
`
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`The Proxy Statement omits material information regarding the Company’s
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`26.
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`financial projections.
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`7
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`Case 1:21-cv-00352-UNA Document 1 Filed 03/09/21 Page 8 of 14 PageID #: 8
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`27.
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`For example, with respect to Magellan’s “October 2020 Forecasts” and “January
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`2021 Forecasts,” the Proxy Statement fails to disclose all line items underlying unlevered free cash
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`flow.
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`28.
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`The Proxy Statement also omits material information regarding Goldman’s and
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`Guggenheim’s financial analyses.
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`29.
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`The Proxy Statement describes Goldman’s and Guggenheim’s fairness opinions,
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`and the various valuation analyses they performed in support of their opinions. However, the
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`description of Goldman’s and Guggenheim’s fairness opinions and analyses fails to include key
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`inputs and assumptions underlying these analyses. Without this information, as described below,
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`Magellan’s public stockholders are unable to fully understand these analyses and, thus, are unable
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`to determine what weight, if any, to place on Goldman’s and Guggenheim’s fairness opinions in
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`determining whether to vote in favor of the Proposed Transaction or seek appraisal.
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`30. With respect to Goldman’s Illustrative Discounted Cash Flow Analysis, the Proxy
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`Statement fails to disclose: (a) the Company’s estimated terminal year EBITDA; (b) quantification
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`of Magellan’s terminal value; (c) quantification of the inputs and assumptions underlying the
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`discount rates ranging from 7.0% to 8.0%; (d) Magellan’s net debt; and (e) Magellan’s total
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`number of fully diluted outstanding shares.
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`31. With respect to Goldman’s Present Value of Future Share Price Analysis, the Proxy
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`Statement fails to disclose a quantification of the inputs and assumptions underlying the discount
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`rate of 8.5%.
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`32. With respect to Guggenheim’s Discounted Cash Flow Analysis, the Proxy
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`Statement fails to disclose: (a) the Company’s estimated terminal year unlevered free cash flow;
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`8
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`Case 1:21-cv-00352-UNA Document 1 Filed 03/09/21 Page 9 of 14 PageID #: 9
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`(b) quantification of Magellan’s terminal value; and (c) quantification of the inputs and
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`assumptions underlying the discount rates ranging from 7.5% to 8.5%.
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`33. With respect to Guggenheim’s Wall Street Research Analyst Stock Price Targets
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`analysis, the Proxy Statement fails to disclose: (a) the individual price targets observed in the
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`analysis; and (b) the sources thereof.
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`34. Without such undisclosed information, Magellan stockholders cannot evaluate for
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`themselves whether the financial analyses performed by Goldman and Guggenheim were based
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`on reliable inputs and assumptions or whether they were prepared with an eye toward ensuring
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`that positive fairness opinions could be rendered in connection with the Proposed Transaction. In
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`other words, full disclosure of the omissions identified above is required in order to ensure that
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`stockholders can fully evaluate the extent to which Goldman’s and Guggenheim’s opinions and
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`analyses should factor into their decision whether to vote in favor of or against the Proposed
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`Transaction.
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`35.
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`The omission of this material information renders the statements in the “Certain
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`Forecasts,” “Opinion of Goldman Sachs & Co. LLC,” and “Opinion of Guggenheim Securities
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`LLC” sections of the Proxy Statement false and/or materially misleading in contravention of the
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`Exchange Act.
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`Material Omissions Concerning the Background of the Proposed Transaction
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`36.
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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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`37.
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`For example, the Proxy Statement fails to disclose the terms of any confidentiality
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`agreements the Company entered into with potential bidders. According to the Proxy Statement,
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`following Goldman’s March 4, 2019 outreach, 24 parties entered into confidentiality agreements
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`9
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`with Magellan. Proxy Statement at 30. “Those confidentiality agreements, with certain
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`exceptions, included standstill provisions that prohibited the third party from requesting waivers
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`of the standstill restrictions.” Id. In late February 2020, “a number of parties [ ] entered into
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`amendments to the confidentiality agreements previously executed . . . to extend the time periods
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`during which the standstill and non-solicitation and no-hire provisions contained therein would be
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`in effect[.]” Id. at 32. The Proxy Statement fails, however, to disclose how many of the
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`confidentiality agreements include “don’t-ask, don’t-waive” (“DADW”) standstill provisions and
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`whether the DADW provisions are still in effect and presently precluding any potential
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`counterparty from submitting a topping bid for Magellan.
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`38.
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`The Proxy Statement further discloses in connection with the Board’s “Reasons for
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`Recommending the Adoption of the Merger Agreement” that:
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`[A]lthough standstill restrictions under six confidentiality agreements . . . remained
`in effect in accordance with their terms following the execution and delivery of the
`Merger Agreement, five of which standstill restrictions prohibited the making of
`confidential proposals to the Board, Magellan would be permitted to waive such
`standstill restrictions in certain circumstances to the extent necessary to permit the
`counterparty to make a confidential alternative acquisition proposal to the Board[.]
`
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`Id. at 55. Yet, the Proxy Statement fails to disclose the “certain circumstances” under which the
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`Board would be permitted to waive the standstill provisions, and whether the six parties would be
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`permitted to request such a waiver under the terms of the confidentiality agreements.
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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 confidentiality agreement could make a
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`superior proposal for Magellan. If the potential acquirer’s confidentiality agreement contains a
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`DADW provision, then that potential bidder can only make a superior proposal by (a) breaching
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`the confidentiality agreement—since in order to make the superior proposal, it would have to ask
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`10
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`for a waiver, either directly or indirectly; or by (b) being released from the agreement, which if
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`action has been done, is omitted from the Proxy Statement.
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`40.
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`Any reasonable Magellan 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 the
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`“Background of the Merger” and “Reasons for Recommending the Adoption of the Merger
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`Agreement” 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 Magellan stockholders will be unable to make
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`an informed decision whether to vote in favor of the Proposed Transaction or seek appraisal and
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`are thus threatened with irreparable harm warranting the injunctive relief sought herein.
`
`
`
`43.
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`44.
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`CLAIMS FOR RELIEF
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`COUNT I
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`Claims Against All Defendants for Violations of Section 14(a) of the
`Exchange Act and Rule 14a-9 Promulgated Thereunder
`
`Plaintiff repeats all previous allegations as if set forth in full.
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`During the relevant period, defendants disseminated the false and misleading Proxy
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`Statement specified above, which failed to disclose material facts necessary to make the
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`statements, in light of the circumstances under which they were made, not misleading in violation
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`of Section 14(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder.
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`11
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`45.
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`By virtue of their positions within the Company, the defendants were aware of this
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`information and of their duty to disclose this information in the Proxy Statement. The Proxy
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`Statement was prepared, reviewed, and/or disseminated by the defendants. It misrepresented
`
`and/or omitted material facts, including material information about the Company’s financial
`
`projections, the data and inputs underlying the financial valuation analyses that support the fairness
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`opinions provided by Goldman and Guggenheim and the background of the Proposed Transaction.
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`The defendants were at least negligent in filing the Proxy Statement with these materially false
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`and misleading statements.
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`46.
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`The omissions and false and misleading statements in the Proxy Statement are
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`material in that a reasonable stockholder would consider them important in deciding how to vote
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`on the Proposed Transaction or seek to exercise their appraisal rights.
`
`47.
`
`By reason of the foregoing, the defendants have violated Section 14(a) of the
`
`Exchange Act and SEC Rule 14a-9(a) promulgated thereunder.
`
`48.
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`Because of the false and misleading statements in the Proxy Statement, Plaintiff is
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`threatened with irreparable harm, rendering money damages inadequate. Therefore, injunctive
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`relief is appropriate to ensure defendants’ misconduct is corrected.
`
`COUNT II
`
`Claims Against the Individual Defendants for
`Violations of Section 20(a) of the Exchange Act
`
`Plaintiff repeats all previous allegations as if set forth in full.
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`The Individual Defendants acted as controlling persons of Magellan within the
`
`49.
`
`50.
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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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`officers and/or directors of Magellan, and participation in and/or awareness of the Company’s
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`operations and/or intimate knowledge of the false statements contained in the Proxy Statement
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`12
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`Case 1:21-cv-00352-UNA Document 1 Filed 03/09/21 Page 13 of 14 PageID #: 13
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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 the Company, including the content and
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`dissemination of the various statements which Plaintiff contends are false 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
`
`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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`In particular, each of the Individual Defendants had direct and supervisory
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`involvement in the day-to-day operations of the Company, and, therefore, is presumed to have had
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`the power to control or influence the particular transactions giving rise to the securities violations
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`as alleged herein, and exercised the same. The Proxy Statement at issue contains the unanimous
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`recommendation of each of the Individual Defendants to approve the Proposed Transaction. They
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`were, thus, directly involved in the making of the Proxy Statement.
`
`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 each involved in negotiating, reviewing, and approving the Proposed
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`Transaction. The Proxy Statement purports to describe the various issues and information that
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`they reviewed and considered—descriptions the Company directors had input into.
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`54.
`
`By virtue of the foregoing, the Individual Defendants have violated Section 20(a)
`
`of the Exchange Act.
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`55.
`
`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 SEC Rule 14a-
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`9, promulgated thereunder, by their acts and omissions as alleged herein. By virtue of their
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`positions as controlling persons, these defendants are liable pursuant to Section 20(a) of the
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`13
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`Case 1:21-cv-00352-UNA Document 1 Filed 03/09/21 Page 14 of 14 PageID #: 14
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`Exchange Act. As a direct and proximate result of defendants’ conduct, Magellan’s stockholders
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`will be irreparably harmed.
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`PRAYER FOR RELIEF
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`WHEREFORE, Plaintiff demands judgment and preliminary and permanent relief,
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`including injunctive relief, in his favor on behalf of Magellan, and against defendants, as follows:
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`A.
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`Preliminarily and permanently enjoining defendants and all persons acting in
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`concert with them from proceeding with, consummating, or closing the Proposed Transaction and
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`any vote on the Proposed Transaction, unless and until defendants disclose and disseminate the
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`material information identified above to Magellan stockholders;
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`B.
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`In the event defendants consummate the Proposed Transaction, rescinding it and
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`setting it aside or awarding rescissory damages to Plaintiff;
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`C.
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`Declaring that defendants violated Sections 14(a) and/or 20(a) of the Exchange Act,
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`as well as SEC Rule 14a-9 promulgated thereunder;
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`D.
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`Awarding Plaintiff the costs of this action, including reasonable allowance for
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`Plaintiff’s attorneys’ and experts’ fees; and
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`E.
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`Granting such other and further relief as this Court may deem just and proper.
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`JURY DEMAND
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`Plaintiff demands a trial by jury on all claims and issues so triable.
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`Dated: March 9, 2021
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`LONG LAW, LLC
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`/s/ Brian D. Long
`Brian D. Long (#4347)
`3828 Kennett Pike, Suite 208
`Wilmington, DE 19807
`Telephone: (302) 729-9100
`Email: BDLong@longlawde.com
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`Attorneys for Plaintiff
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`By:
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