Case 1:21-cv-05385 Document 1 Filed 06/18/21 Page 1 of 14
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
`
`
`
`ANTHONY MORGAN,
`
`
`Plaintiff,
`
`
`
` v.
`
`LORAL SPACE & COMMUNICATIONS
`INC., JOHN D. HARKEY, JR., MARK H.
`RACHESKY, ARTHUR L. SIMON, JOHN P.
`STENBIT, MICHAEL B. TARGOFF, and
`JANET T. YEUNG,
`
`
`Defendants,
`
`
`
`
`Civil Action No. ___________
`
`
`COMPLAINT FOR VIOLATIONS
`OF SECTIONS 14(a) AND 20(a) OF
`THE SECURITIES EXCHANGE
`ACT OF 1934
`
`
`
`
`JURY TRIAL DEMAND
`
`
`
`
`
`Plaintiff Anthony Morgan (“Plaintiff”) alleges the following upon information and belief,
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`including investigation of counsel and review of publicly available information, except as to those
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`allegations pertaining to Plaintiff, which are alleged upon personal knowledge:
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`NATURE OF THE ACTION
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`1.
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`Plaintiff brings this action against Loral Space & Communications Inc. (“Loral” or
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`the “Company”) and Loral’s Board of Directors (the “Board” or the “Individual Defendants”) for
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`their violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, 15.U.S.C. §§
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`78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. 240.14a-9, arising out of the Board’s attempt to sell
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`the Company to Telesat Corporation (“Telesat”).
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`2.
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`Defendants have violated the above-referenced Sections of the Exchange Act by
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`causing a materially incomplete and misleading registration statement to be filed with the
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`Securities and Exchange Commission (“SEC”) on April 26, 2021, with an amendment to that
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`registration statement filed with the SEC on May 28, 2021 (the “F-4”). The F-4 recommends that
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`Loral stockholders vote in favor of a proposed transaction (the “Proposed Transaction”) whereby
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`Loral is acquired by Telesat. The Proposed Transaction was first disclosed on November 24, 2020,
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`when Loral and Telesat announced that they had entered into a definitive merger agreement (the
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`“Merger Agreement”) pursuant to which Telesat and Loral will combine. Loral stockholders not
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`affiliated with MHR Fund Management LLC or PSP Investments will own 26.1% of the combined
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`company. The deal is expected to close in the second or third quarter of 2021.
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`3.
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`The F-4 is materially incomplete and contains misleading representations and
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`information in violation of Sections 14(a) and 20(a) of the Exchange Act. Specifically, the F-4
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`contains materially incomplete and misleading information concerning the potential conflicts of
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`interest, financial projections for both Loral and Telesat, as well as the financial analyses
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`conducted by LionTree Advisors LLC (“LionTree”), Loral’s financial advisor.
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`4.
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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, including filing any
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`further amendments to the F-4 with the SEC or otherwise causing any further amendments to the
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`F-4 to be disseminated to Loral’s stockholders, unless and until the material information discussed
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`below is included in any such amendment or otherwise disseminated to Loral’s stockholders. In
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`the event the Proposed Transaction is consummated without the material omissions referenced
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`below being remedied, Plaintiff seeks to recover damages resulting from the Defendants’
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`violations.
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`5.
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`of Loral.
`6.
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`PARTIES
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`Plaintiff is, and has been at all relevant times, the owner of shares of common stock
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`Defendant Loral is a corporation organized and existing under the laws of the State
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`of Delaware. The Company’s principal executive offices are located at 600 Fifth Avenue, New
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`Case 1:21-cv-05385 Document 1 Filed 06/18/21 Page 3 of 14
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`York, New York 10020. Loral common stock trades on NASDAQ under the ticker symbol
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`“LORL.”
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`7.
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`8.
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`9.
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`Defendant John D. Harkey, Jr. has been a director of the Company since 2005.
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`Defendant Arthur L. Simon has been a director of the Company since 2005.
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`Defendant Mark H. Rachesky, M.D. has been a director of the Company since
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`2005. Defendant Rachesky has served as non-executive Chairman of the Board since 2006.
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`10.
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`11.
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`Defendant John P. Stenbit has been a director of the Company since 2006.
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`Defendant Michael B. Targoff has been Vice Chairman and a director of the
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`Company since 2005. Previously, Defendant Targoff served as CEO of Loral from 2006 to 2012.
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`Defendant Targoff has served as a consultant to Loral since 2012.
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`12.
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`13.
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`Defendant Janet T. Yeung has been a director of the Company since 2015.
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`Defendants Harkey, Simon, Rachesky, Stenbit, Targoff and Yeung are collectively
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`referred to herein as the “Board” or “Individual Defendants.”
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`14.
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`Nonparty Telesat is a corporation incorporated under the laws of British Columbia.
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`Telesat’s principal executive offices are located in Ottawa, Canada.
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`JURISDICTION AND VENUE
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`15.
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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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`16.
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`Personal jurisdiction exists over each Defendant either because the Defendant
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`conducts business in or maintains operations in this District, or is an individual who is either
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`present in this District for jurisdictional purposes or has sufficient minimum contacts with this
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`District as to render the exercise of jurisdiction over Defendant by this Court permissible under
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`Case 1:21-cv-05385 Document 1 Filed 06/18/21 Page 4 of 14
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`traditional notions of fair play and substantial justice.
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`17.
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`Venue is proper in this District under Section 27 of the Exchange Act, 15 U.S.C. §
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`78aa, as well as under 28 U.S.C. § 1391, because: (i) a significant amount of the conduct at issue
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`took place and had an effect in this District; and (ii) Loral’s principal executive offices are located
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`in this District.
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`FURTHER SUBSTANTIVE ALLEGATIONS
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`A. Background of the Company and the Proposed Transaction
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`18.
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`Loral provides satellite communication services primarily through Telesat. Loral
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`owned 62.6% of Telesat as of December 31, 2020, with 32.6% voting power. Telesat operates
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`satellites that remain in a fixed position above the equator but provides services for the Americas.
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`Services provided by Telesat include video distribution, direct-to-home video, and communication
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`services.
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`19.
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`On November 23, 2020, the Company entered into the Merger Agreement with
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`Telesat.
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`20.
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`According to the press release issued on November 24, 2020 announcing the
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`Proposed Transaction:
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`LORAL ENTERS INTO AGREEMENT WITH PSP INVESTMENTS AND
`TELESAT
`TO COMBINE LORAL AND TELESAT INTO A NEW PUBLIC
`COMPANY
`
`LORAL ALSO DECLARES SPECIAL DIVIDEND
`OF $1.50 PER SHARE
`
`Dividend payable December 17, 2020
`to Stockholders of Record as of December 4, 2020
`
`Investor Call and Webcast Discussion of the Transaction Today at 4:30 p.m.
`EST
`
`
`
`NEW YORK – November 24, 2020 – Loral Space & Communications Inc.
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`(NASDAQ:LORL) today announced that it has entered into a definitive agreement
`with Public Sector Pension Investment Board (PSP Investments) and Telesat
`Canada (Telesat) to combine Loral and Telesat into a new Canadian public
`company (New Telesat). Upon closing of the transaction, the stockholders in Loral,
`together with PSP Investments and certain current and former management
`shareholders of Telesat, will beneficially own all of the equity in New Telesat in
`approximately the same proportion as their current, indirect ownership in Telesat.
`Loral stockholders not affiliated with the funds managed by MHR Fund
`Management LLC (MHR Funds) will beneficially own 26.1% of the economic
`interests in New Telesat, with the MHR Funds, PSP Investments and management
`shareholders of Telesat beneficially owning the remaining 36.6%, 36.7% and 0.7%,
`respectively, of the economic interests in New Telesat (such percentages have been
`subjected to rounding adjustments). New Telesat shares will initially be listed on
`the Nasdaq Global Select Market, and New Telesat is also considering a listing for
`its shares on a Canadian stock exchange. New Telesat’s governance provisions will
`contain special features designed to maintain majority Canadian board and voting
`control.
`
`In addition, Loral announced that its Board of Directors has declared a special
`dividend of $1.50 per share for an aggregate dividend of approximately $46.4
`million. The dividend is payable on December 17, 2020 to holders of record of
`Loral voting and non-voting common stock as of the close of business on December
`4, 2020.
`
`
`Michael B. Targoff, Vice Chairman of Loral, said, “The transaction announced
`today reflects our long-standing efforts to maximize value for Loral stockholders.
`This transaction will consolidate all of the equity ownership of Telesat in the capital
`structure of New Telesat and will bring substantial benefits to Loral stockholders.
`In addition to affording Telesat the benefits of being a publicly traded Canadian
`company through New Telesat, Loral stockholders may elect to hold their interests
`directly in New Telesat, which should over time lead to improved liquidity. We are
`extremely pleased to have finally achieved this result.” Commenting on the
`declaration of the special dividend, Mr. Targoff said, “At Loral, we have now
`fulfilled our stated intention to distribute substantially all of our cash to
`stockholders except for what is needed to fund working capital and certain other
`liabilities.”
`
`
`Dr. Mark H. Rachesky, Chairman of the Board of Directors of Loral, said, “The
`conclusion of this transaction represents an important milestone in our plan to
`deliver significant value to all Loral stockholders. Telesat is revolutionizing the
`provision of broadband internet connectivity worldwide by developing the most
`advanced constellation of low earth orbit (LEO) satellites and integrated terrestrial
`infrastructure ever conceived. The ownership structure of New Telesat will
`facilitate access to the capital markets for continued advancement of LEO,
`positioning New Telesat for substantial growth to further enhance shareholder
`value.”
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`
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`Regarding today’s dividend declaration, Dr. Rachesky said, “The Loral Board has
`worked diligently over the last decade to maximize value for shareholders, first, by
`successfully turning around and selling our former satellite manufacturing business
`for over $1 billion and next by using the strong free cash flow generated at Telesat
`to enable Telesat to invest in its state-of-the-art satellite fleet and to pay
`extraordinary dividends. In addition to the significant equity interest in New Telesat
`that the Loral stockholders will collectively receive in the transaction, the Loral
`Board has delivered to stockholders cash dividends, including the dividend
`declared today, of over $49 per share, or an aggregate in excess of $1.5 billion.”
`
`The definitive agreement provides for Loral stockholders to receive, at their
`election and subject to the terms and conditions of the definitive agreement, shares
`of New Telesat or limited partnership units of a Canadian partnership (Telesat
`Partnership), which limited partnership units will be exchangeable by the holder for
`shares of New Telesat. New Telesat will be the controlling general partner of
`Telesat Partnership. While the exchange of Loral stock for shares of New Telesat
`is anticipated to be taxable to U.S. stockholders to the extent of any gain, it is
`anticipated that Loral U.S. stockholders that elect to receive limited partnership
`units of Telesat Partnership in lieu of receiving shares of New Telesat will do so on
`a tax deferred basis. The limited partnership units of Telesat Partnership, while not
`transferable, will otherwise have substantially the same economic and voting rights
`as the shares of New Telesat. Loral stockholders who elect to receive limited
`partnership units of Telesat Partnership will, however, like all other holders of
`limited partnership units of Telesat Partnership, be required to hold their units for
`at least six months following closing of the transaction before they may exchange
`their limited partnership units of Telesat Partnership for shares of New Telesat. The
`exchange of limited partnership units of Telesat Partnership for shares of New
`Telesat is anticipated to be a taxable transaction to U.S. stockholders.
`
`
`The definitive agreement also provides for PSP Investments to exchange
`substantially all of its interests in Telesat for limited partnership units of Telesat
`Partnership, with the balance of its interests in Telesat being exchanged for shares
`in New Telesat. Other holders of Telesat shares and derivatives have the option to
`exchange their equity or retain their direct interests in Telesat (the beneficial
`ownership percentages referred to in this press release assume that management
`shareholders will exchange their interests in Telesat for shares of New Telesat).
`
`
`Loral and Telesat will also make certain cash payments to PSP Investments in
`connection with the transaction, including a payment of $7 million and a payment
`to adjust for the value of Loral’s non-Telesat assets and liabilities at the time of the
`closing of the transaction.
`
`
`The transaction, which is subject to customary closing conditions, including
`approval by Loral stockholders (as further described below) and certain regulatory
`approvals, is expected to close in the second or third quarter of 2021. As of
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`November 23, 2020, there were outstanding 21,427,078 shares of Loral voting
`common stock, 9,505,673 shares of Loral non-voting common stock and 92,857
`Loral restricted stock units.
`
`
`Loral’s Board of Directors has set a record date of November 30, 2020 for
`stockholders entitled to vote at the stockholder meeting to be held to approve the
`transaction (the stockholder meeting). The record date is subject to change based
`on the timing of the mailing of the proxy statement for the stockholder meeting.
`The MHR Funds have entered into an agreement to vote 30% of the shares of
`outstanding Loral voting common stock in favor of the transaction. In addition to
`the approval of the transaction by the holders of a majority of the outstanding Loral
`voting common stock, the transaction is also subject to approval (the Majority of
`the Unaffiliated Vote) by holders of the majority of the outstanding voting common
`stock held by Loral stockholders not affiliated with PSP Investments, the MHR
`Funds or other transaction participants (Unaffiliated Shares).
`
`In addition, in connection with the transaction, the Loral Board of Directors has
`adopted a shareholder rights plan that would be triggered if a party (other than the
`MHR Funds) acquires or announces the intention to acquire shares of Loral voting
`common stock such that after giving effect to the acquisition the party would own
`more than 15% of the Unaffiliated Shares, or for those Loral stockholders (other
`than the MHR Funds) already over such 15% threshold, if such stockholder
`increases its ownership of such Unaffiliated Shares by 0.001% or more. The
`shareholder rights plan will expire immediately upon the first to occur of receipt of
`the Majority of the Unaffiliated Vote, termination of the definitive transaction
`agreement and November 22, 2021. The MHR Funds have also entered into a
`separate standstill agreement prohibiting the MHR Funds and their affiliates from
`acquiring more than an additional 6% of the outstanding shares of Loral voting
`common stock prior to the conclusion of the stockholder meeting.
`
`
`An independent special committee of the Loral Board (the Special Committee) and
`the Loral Board received a fairness opinion from Loral’s financial advisor,
`LionTree Advisors LLC (LionTree). The Special Committee and the Loral Board
`each approved the transaction and determined it to be fair to the Loral stockholders
`not affiliated with the MHR Funds. The definitive transaction agreement was also
`approved by the Board of Directors of each of PSP Investments and Telesat.
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`B. The Materially Incomplete and Misleading F-4
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`21.
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`The Individual Defendants must disclose all material information regarding the
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`Proposed Transaction to Loral stockholders so that they can make a fully informed decision
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`whether to vote in favor of the Proposed Transaction.
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`22.
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`On May 28, 2021, Defendants filed the F-4 with the SEC. The purpose of the F-4
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`is, inter alia, to provide the Company’s stockholders with all material information necessary for
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`them to make an informed decision on whether to vote in favor of the Proposed Transaction.
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`However, significant and material facts were not provided to Plaintiff. Without such information,
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`Plaintiff cannot make a fully informed decision concerning whether to vote in favor of the
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`Proposed Transaction.
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`Materially Misleading Statements/Omissions Regarding the Financial Forecasts
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`23.
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`The F-4 discloses almost no financial projections for either Loral or Telesat.
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`Besides “Forecasted 12-Month Cash Spending” for the Company and expenses for Telesat nothing
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`is disclosed. The F-4 indicates that in connection with the rendering of its fairness opinion,
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`LionTree reviewed “certain internal financial forecasts, estimates and other data relating to the
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`business and financial prospects” of both Loral and Telesat. Accordingly, the F-4 should have, but
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`failed to, provide almost any information concerning those projections that were provided to the
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`Board and LionTree. Both sets of projections are of particular importance in an exchange
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`transaction like the Proposed Transaction.
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`24.
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` This omitted information is necessary for Plaintiff to make an informed decision
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`on whether to vote in favor of the Proposed Transaction.
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`Materially Incomplete and Misleading Disclosures Concerning LionTree’s
`Financial Analyses
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`25. With respect to Net Value Impact to Loral Stockholders (other than Excluded
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`Parties), the F-4 fails to disclose: (i) the inputs and assumptions underlying the discount rates used;
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`and (ii) the inputs and assumptions underlying the arrival at the eight “economic value impacts of
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`the Transaction” that were used to arrive at the “net value impact of the Transaction to the holders
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`of Loral common stock.” This omitted information is necessary for Plaintiff to make an informed
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`voting decision.
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`Materially Incomplete and Misleading Disclosures Concerning Potential
`Conflicts of Interest
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`26.
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`The F-4 also fails to disclose any information concerning the engagement of an
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`additional financial advisor, Credit Suisse Securities (USA) LLC (“Credit Suisse”). This
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`information is crucial for stockholders to be able to assess the objectivity of the advisor and to
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`decide what credence, if any, to give to the advice rendered.
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`27.
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`For instance, nothing is provided concerning Credit Suisse’s compensation for this
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`engagement, both the amount of compensation and what if any of it is contingent on the successful
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`closing of the Proposed Transaction. Also, nothing is disclosed concerning prior services, if any,
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`performed by Credit Suisse for Loral, Telesat or any other parties to the Proposed Transaction,
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`including the amount of compensation received for any such prior services.
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`28.
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`This information is necessary to provide Company stockholders a complete and
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`accurate picture concerning the objectivity of the advisors to the Board, and in turn the rigor of the
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`Board’s evaluation process. Without this information, stockholders were not fully informed as to
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`the defendants’ actions, including those that may have been taken in bad faith, and cannot fairly
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`assess the process. And without all material information, Plaintiff is unable to make a fully
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`informed decision in connection with the Proposed Transaction and face irreparable harm,
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`warranting the injunctive relief sought herein.
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`29.
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`In addition, the Individual Defendants knew or recklessly disregarded that the F-4
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`omits the material information concerning the Proposed Transaction and contains the materially
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`incomplete and misleading information discussed above.
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`30.
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`Specifically, the Individual Defendants undoubtedly reviewed the contents of the
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`F-4 before it was filed with the SEC. Indeed, as directors of the Company, they were required to
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`do so. The Individual Defendants thus knew or recklessly disregarded that the F-4 omits the
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`material information referenced above and contains the incomplete and misleading information
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`referenced above.
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`31.
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`Further, the F-4 indicates that on November 23, 2020, LionTree reviewed with the
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`Board its financial analysis of the Proposed Transaction and delivered to the Board an oral opinion,
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`which was confirmed by delivery of a written opinion of the same date, to the effect that the
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`Proposed Transaction was fair, from a financial point of view to Loral stockholders. Accordingly,
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`the Individual Defendants undoubtedly reviewed or were presented with the material information
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`concerning LionTree’s financial analyses which has been omitted from the F-4, and thus knew or
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`should have known that such information has been omitted.
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`32.
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`Plaintiff is immediately threatened by the wrongs complained of herein and lacks
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`an adequate remedy at law. Accordingly, Plaintiff seeks injunctive and other equitable relief to
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`prevent the irreparable injury that Plaintiff will continue to suffer absent judicial intervention.
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`CLAIMS FOR RELIEF
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`COUNT I
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`
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`Against All Defendants for Violations of Section 14(a) of the Exchange Act and Rule 14a-9
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`33.
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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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`34.
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`Defendants have filed the F-4 with the SEC with the intention of soliciting Loral
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`stockholder support for the Proposed Transaction. Each of the Individual Defendants reviewed and
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`authorized the dissemination of the F-4, which fails to provide the material information referenced
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`above.
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`35.
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`In so doing, Defendants made materially incomplete and misleading statements
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`and/or omitted material information necessary to make the statements made not misleading. Each
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`of the Individual Defendants, by virtue of their roles as officers and/or directors of Loral, were
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`aware of the omitted information but failed to disclose such information, in violation of Section
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`14(a).
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`36.
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`Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange
`
`Act, provides that such communications with stockholders shall not contain “any statement which,
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`at the time and in the light of the circumstances under which it is made, is false or misleading with
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`respect to any material fact, or which omits to state any material fact necessary in order to make
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`the statements therein not false or misleading.” 17 C.F.R. § 240.14a-9.
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`37.
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`Specifically, and as detailed above, the F-4 violates Section 14(a) and Rule 14a-9
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`because it omits material facts concerning: (i) financial projections; (ii) the financial analyses
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`performed by LionTree in support of its fairness opinion; and (iii) potential conflicts of interest.
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`38. Moreover, in the exercise of reasonable care, the Individual Defendants knew or
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`should have known that the F-4 is materially misleading and omits material information that is
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`necessary to render it not misleading. The Individual Defendants undoubtedly reviewed and relied
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`upon the omitted information identified above in connection with their decision to approve and
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`recommend the Proposed Transaction; indeed, the F-4 states that LionTree reviewed and discussed
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`its financial analyses with the Board on November 23, 2020, and further states that the Board relied
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`upon LionTree’s financial analyses and fairness opinion in connection with approving the
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`Proposed Transaction. The Individual Defendants knew or should have known that the material
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`information identified above has been omitted from the F-4, rendering the sections of the F-4
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`identified above to be materially incomplete and misleading.
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`39.
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`The misrepresentations and omissions in the F-4 are material to Plaintiff, who will
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`be deprived of his right to cast an informed vote if such misrepresentations and omissions are not
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`corrected prior to the vote on the Proposed Transaction. Plaintiff has no adequate remedy at law.
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`Only through the exercise of this Court’s equitable powers can Plaintiff be fully protected from
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`the immediate and irreparable injury that Defendants’ actions threaten to inflict.
`COUNT II
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`Against the Individual Defendants for Violations of Section 20(a) of the Exchange Act
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`Plaintiff incorporates each and every allegation set forth above as if fully set forth
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`40.
`
`herein.
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`41.
`
`The Individual Defendants acted as controlling persons of Loral within the meaning
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`of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions as officers
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`and/or directors of Loral 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 F-4 filed with
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`the SEC, they had the power to influence and control and did influence and control, directly or
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`indirectly, the decision making of the Company, including the content and dissemination of the
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`various statements that Plaintiff contends are materially incomplete and misleading.
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`42.
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`Each of the Individual Defendants was provided with or had unlimited access to
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`copies of the F-4 and other statements alleged by Plaintiff to be misleading prior to the time the F-
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`4 was filed with the SEC and had the ability to prevent the issuance of the statements or cause the
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`statements to be corrected.
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`43.
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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 Exchange Act
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`violations alleged herein and exercised the same. The omitted information identified above was
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`reviewed by the Board prior to voting on the Proposed Transaction. The F-4 at issue contains the
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`unanimous recommendation of each of the Individual Defendants to approve the Proposed
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`Case 1:21-cv-05385 Document 1 Filed 06/18/21 Page 13 of 14
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`Transaction. They were, thus, directly involved in the making of the F-4.
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`44.
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`In addition, as the F-4 sets forth at length, and as described herein, the Individual
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`Defendants were involved in negotiating, reviewing, and approving the Merger Agreement. The
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`F-4 purports to describe the various issues and information that the Individual Defendants
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`reviewed and considered. The Individual Defendants participated in drafting and/or gave their
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`input on the content of those descriptions.
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`45.
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`By virtue of the foregoing, the Individual Defendants have violated Section 20(a)
`
`of the Exchange Act.
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`46.
`
`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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`RELIEF REQUESTED
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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 filing an amendment to
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`the F-4 with the SEC or otherwise disseminating an amendment to the F-4 to Loral stockholders
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`unless and until Defendants agree to include the material information identified above in any such
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`amendment;
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`B.
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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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`Case 1:21-cv-05385 Document 1 Filed 06/18/21 Page 14 of 14
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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 F-4;
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`C.
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`In the event that the transaction is consummated prior to the entry of this Court’s
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`final judgment, rescinding it or awarding Plaintiff rescissory damages;
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`D.
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`Directing the Defendants to account to Plaintiff for all damages suffered as a result
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`of their wrongdoing;
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`E.
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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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`F.
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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: June 18, 2021
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`ROWLEY LAW PLLC
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`S/ Shane T. Rowley
`Shane T. Rowley (SR-0740)
`Danielle Rowland Lindahl
`50 Main Street, Suite 1000
`White Plains, NY 10606
`Tel: (914) 400-1920
`Fax: (914) 301-3514
`Email: srowley@rowleylawpllc.com
`Email: drl@rowleylawpllc.com
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`Attorneys for Plaintiff
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