Case 1:22-cv-00047 Document 1 Filed 01/04/22 Page 1 of 15
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`Civil Action No. 1:21-cv-0047
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`COMPLAINT FOR VIOLATIONS OF
`SECTIONS 14(a) AND 20(a) OF THE
`SECURITIES EXCHANGE ACT OF
`1934
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`JURY TRIAL DEMANDED
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`--------------------------------------------------------
`ELAINE WANG,
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`
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`Plaintiff,
`
`
`v.
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`ARENA PHARMACEUTICALS, INC., AMIT
`D. MUNSHI, GARRY A. NEIL, M.D.,
`JAYSON DALLAS, M.D., OLIVER FETZER,
`PH.D., KIERAN T. GALLAHUE, JENNIFER
`JARRETT, KATHARINE KNOBIL, M.D.,
`TINA S. NOVA, PH.D., NAWAL OUZREN,
`and STEVE SCHOCH,
`
`
`Defendants.
`--------------------------------------------------------
`
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`Elaine Wang (“Plaintiff”), by and through her attorneys, alleges the following upon
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`information and belief, including investigation of counsel and review of publicly-available
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`information, except as to those allegations pertaining to Plaintiff, which are alleged upon personal
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`knowledge:
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`1.
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`This is an action brought by Plaintiff against Arena Pharmaceuticals, Inc. (“Arena
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`or the “Company”) and the members Arena board of directors (the “Board” or the “Individual
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`Defendants” and collectively with the Company, the “Defendants”) for their violations of Sections
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`14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), in connection with
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`the proposed acquisition of Arena by affiliates of Pfizer Inc. (“Pfizer”).
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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 Preliminary Proxy Statement on Schedule 14A
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`(the “Proxy Statement”) to be filed on December 23, 2021 with the United States Securities and
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`Case 1:22-cv-00047 Document 1 Filed 01/04/22 Page 2 of 15
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`Exchange Commission (“SEC”) and disseminated to Company stockholders. The Proxy
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`Statement recommends that Company stockholders vote in favor of a proposed transaction
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`whereby Antioch Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Pfizer, will
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`merge with and into Arena with Arena surviving the merger as a wholly owned subsidiary of Pfizer
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`(the “Proposed Transaction”). Pursuant to the terms of the definitive agreement and plan of merger
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`the companies entered into (the “Merger Agreement”) each Arena common share issued and
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`outstanding will be converted into the right to receive $100.00 in cash (the “Merger
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`Consideration”).
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`3.
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`As discussed below, Defendants have asked Arena stockholders to support the
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`Proposed Transaction based upon the materially incomplete and misleading representations and
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`information contained in the Proxy Statement, in violation of Sections 14(a) and 20(a) of the
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`Exchange Act. Specifically, the Proxy Statement contains materially incomplete and misleading
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`information concerning the Company’s financial forecasts and financial analyses conducted by the
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`financial advisors of the Company, Evercore Group L.L.C. (“Evercore”) and Guggenheim
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`Partners, LLC (“Guggenheim” and together with Evercore, the “Financial Advisors”) in support
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`of their fairness opinions, and relied upon by the Board in recommending the Company’s
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`stockholders vote in favor of the Proposed Transaction.
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`4.
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`It is imperative that the material information that has been omitted from the Proxy
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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 Arena stockholders or, in the event the
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`Case 1:22-cv-00047 Document 1 Filed 01/04/22 Page 3 of 15
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`Proposed Transaction is consummated, to recover damages resulting from the Defendants’
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`violations of the Exchange Act.
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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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`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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`traditional notions of fair play and substantial justice.
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`8.
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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 Pfizer is headquartered in this District, and the
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`Company’s stock is traded on the NASDAQ Stock Exchange, also headquartered in this District.
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`PARTIES
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`9.
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`Plaintiff is, and has been at all relevant times, the owner of Arena common stock
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`and has held such stock since prior to the wrongs complained of herein.
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`10.
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`Individual Defendant Amit D. Munshi has served as a member of the Board since
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`June 2016 and is the President and Chief Executive Officer of the Company.
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`11.
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`Individual Defendant Garry A. Neil, M.D. has served as a member of the Board
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`since February 2017 and the Company’s Chair of the Board since February 2021.
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`12.
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`Individual Defendant Jayson Dallas, M.D. has served as a member of the Board
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`since February 2017.
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`13.
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`Individual Defendant Oliver Fetzer, Ph.D. has served as a member of the Board
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`since February 2017.
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`14.
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`Individual Defendant Kieran T. Gallahue has served as a member of the Board since
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`July 2018.
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`15.
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`Individual Defendant Jennifer Jarrett has served as a member of the Board since
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`June 2017.
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`16.
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`Individual Defendant Katharine Knobil, M.D. has served as a member of the Board
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`since June 2020.
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`17.
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`Individual Defendant Tina S. Nova has served as a member of the Board since
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`September 2004.
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`18.
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`Individual Defendant Nawal Ouzren has served as a member of the Board since
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`February 2021.
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`19.
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`Individual Defendant Steve Schoch has served as a member of the Board since June
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`2021.
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`20.
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`Defendant Arena is incorporated in Delaware and maintains its principal offices
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`Park City, Utah. The Company’s common stock trades on the NASDAQ Stock Exchange under
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`the symbol “ARNA.”
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`21.
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`The defendants identified in paragraphs 10-19 are collectively referred to as the
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`“Individual Defendants” or the “Board.”
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`22.
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`The defendants identified in paragraphs 10-20 are collectively referred to as the
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`“Defendants.”
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`Case 1:22-cv-00047 Document 1 Filed 01/04/22 Page 5 of 15
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`SUBSTANTIVE ALLEGATIONS
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`A.
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`The Proposed Transaction
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`23.
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`Arena, a biopharmaceutical company, focuses on providing novel medicines with
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`pharmacology and pharmacokinetics to patients worldwide. Its investigational clinical programs
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`include Etrasimod (APD334) that is in Phase III clinical trial for ulcerative colitis, Phase IIb/III
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`clinical trial for Crohn’s disease, Phase II clinical trial for alopecia areata, Phase III clinical trial
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`for atopic dermatitis, and Phase IIb clinical trial for eosinophilic esophagitis; Olorinab (APD371),
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`which is in Phase IIb clinical trial for the treatment of abdominal pain associated with irritable
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`bowel syndrome; APD418 that is in Phase I clinical trial for acute heart failure; and Temanogrel
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`for coronary microvascular obstruction is in Phase II clinical trial. It also develops ralinepag
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`(APD811), which is in Phase III clinical trial for pulmonary arterial hypertension. The company
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`has collaboration agreements with Second Genome, Inc.; United Therapeutics Corporation;
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`Everest Medicines Limited; Beacon Discovery; Boehringer Ingelheim International GmbH; Eisai
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`Co., Ltd.; Eisai Inc.; and Aristea Therapeutics, Inc. for the development of RIST4721 for treatment
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`of serious immune-mediated inflammatory diseases. Arena was incorporated in 1997 and is based
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`in Park City, Utah.
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`24.
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`On December 13, 2021, Arena announced that it had entered into the Proposed
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`Transaction:
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`NEW YORK & PARK CITY, Utah--(BUSINESS WIRE)-- Pfizer
`Inc. (NYSE: PFE) and Arena Pharmaceuticals, Inc. (Nasdaq:
`ARNA) today announced that the companies have entered into a
`definitive agreement under which Pfizer will acquire Arena, a
`clinical stage company developing innovative potential therapies for
`the treatment of several immuno-inflammatory diseases. Under the
`terms of the agreement, Pfizer will acquire all the outstanding shares
`of Arena for $100 per share in an all-cash transaction for a total
`equity value of approximately $6.7 billion. The boards of directors
`of both companies have unanimously approved the transaction.
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`Arena’s portfolio includes diverse and promising development-
`stage therapeutic candidates in gastroenterology, dermatology, and
`cardiology, including etrasimod, an oral, selective sphingosine 1-
`phosphate (S1P) receptor modulator currently in development for a
`range of immuno-inflammatory diseases including gastrointestinal
`and dermatological diseases.
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`“The proposed acquisition of Arena complements our capabilities
`and expertise in Inflammation and Immunology, a Pfizer innovation
`engine developing potential therapies for patients with debilitating
`immuno-inflammatory diseases with a need for more effective
`treatment options,” said Mike Gladstone, Global President &
`General Manager, Pfizer Inflammation and Immunology. “Utilizing
`Pfizer’s leading research and global development capabilities, we
`plan to accelerate the clinical development of etrasimod for patients
`with immuno-inflammatory diseases.”
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`Arena has built a robust development program for etrasimod,
`including two Phase 3 studies in ulcerative colitis (UC), a Phase 2/3
`program in Crohn’s Disease, a planned Phase 3 program in atopic
`dermatitis, and ongoing Phase 2 studies in eosinophilic esophagitis
`and alopecia areata.
`
`In UC, the randomized, placebo-controlled, dose-ranging, Phase 2
`study (OASIS) evaluated the efficacy and safety of etrasimod in
`moderate to severe UC patients over 12 weeks versus placebo. In
`the study, most patients who achieved clinical response, clinical
`remission, or endoscopic improvement at week 12 experienced
`sustained or improved effects up to week 46 with etrasimod 2 mg in
`the open-label extension. Etrasimod also demonstrated a favorable
`benefit/risk profile, consistent with safety findings reported in the
`double-blind portion of OASIS. The findings are encouraging as
`there remains significant unmet need for safe and effective oral
`therapies in UC for patients with inadequate response, loss of
`response, or intolerance to conventional or advanced therapies. The
`OASIS trial supported the advancement of the ELEVATE UC 52
`and UC 12 trials, which are currently fully enrolled, and for which
`data are expected in 2022.
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`In addition, Arena’s pipeline includes two development-stage
`cardiovascular assets, temanogrel and APD418. Temanogrel is
`currently in Phase 2 for the treatment of microvascular obstruction
`and Raynaud's phenomenon secondary to systemic sclerosis.
`APD418 is currently in Phase 2 for acute heart failure.
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`Case 1:22-cv-00047 Document 1 Filed 01/04/22 Page 7 of 15
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`“We’re delighted to announce Pfizer’s proposed acquisition of
`Arena, recognizing Arena’s potentially best in class S1P molecule
`and our contribution to addressing unmet needs in immune-
`mediated inflammatory diseases,” said Amit D. Munshi, President
`and Chief Executive Officer of Arena. “Pfizer’s capabilities will
`accelerate our mission to deliver our important medicines to
`patients. We believe this transaction represents the best next step for
`both patients and shareholders.”
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`Pfizer expects to finance the transaction with existing cash on hand.
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`Under the terms of the merger agreement, Pfizer will acquire all of
`the outstanding shares of Arena common stock for $100 per share in
`cash. The proposed transaction is subject to customary closing
`conditions, including receipt of regulatory approvals and approval
`by Arena’s stockholders.
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`Pfizer’s financial advisors for the transaction are BofA Securities
`and Centerview Partners LLC, with Ropes & Gray and Arnold &
`Porter Kaye Scholer LLP acting as its legal advisors. Guggenheim
`Securities, LLC and Evercore Group LLC served as Arena’s
`financial advisors, while Cooley LLP served as its legal advisor.
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`The Board has unanimously approved the Proposed Transaction. It is therefore
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`* * *
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`25.
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`imperative that Arena’s stockholders are provided with the material information that has been
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`omitted from the Proxy Statement, so that they can meaningfully assess whether or not the
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`Proposed Transaction is in their best interests prior to the forthcoming stockholder vote.
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`B.
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`The Materially Incomplete and Misleading Proxy Statement
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`26.
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`On December 23, 2021, Arena filed the Proxy Statement with the SEC in
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`connection with the Proposed Transaction. The Proxy Statement was furnished to the Company’s
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`stockholders and solicits the stockholders to vote in favor of the Proposed Transaction. The
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`Individual Defendants were obligated to carefully review the Proxy Statement before it was filed
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`with the SEC and disseminated to the Company’s stockholders to ensure that it did not contain any
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`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.
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`Omissions and/or Material Misrepresentations Concerning Financial Projections
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`27.
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`The Proxy Statement fails to provide material information concerning financial
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`projections by Arena management and relied upon by Evercore in its analyses. The Proxy
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`Statement discloses management-prepared financial projections for the Company which are
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`materially misleading. The Proxy Statement indicates that in connection with the rendering of its
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`fairness opinion, that the Company prepared certain non-public financial forecasts (the “Company
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`Projections”) and provided them to the Board and Evercore with forming a view about the stand-
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`alone valuation of the Company. Accordingly, the Proxy Statement should have, but fails to
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`provide, certain information in the projections that Arena management provided to the Board and
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`the financial advisors. Courts have uniformly stated that “projections … are probably among the
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`most highly-prized disclosures by investors. Investors can come up with their own estimates of
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`discount rates or [] market multiples. What they cannot hope to do is replicate management’s inside
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`view of the company’s prospects.” In re Netsmart Techs., Inc. S’holders Litig., 924 A.2d 171, 201-
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`203 (Del. Ch. 2007).
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`28.
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`For the Company Projections, the Proxy Statement provides values for non-GAAP
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`(Generally Accepted Accounting Principles) financial metrics: EBIT, and Unlevered Free Cash
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`Flows, but fails to provide line items used to calculate the metrics and/or a reconciliation of the
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`non-GAAP metrics to their most comparable GAAP measures, in direct violation of Regulation G
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`and consequently Section 14(a).
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`29. When a company discloses non-GAAP financial measures in a Proxy Statement
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`that were relied on by a board of directors to recommend that stockholders exercise their corporate
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`suffrage rights in a particular manner, the company must, pursuant to SEC regulatory mandates,
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`also disclose all projections and information necessary to make the non-GAAP measures not
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`misleading, and must provide a reconciliation (by schedule or other clearly understandable
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`method) of the differences between the non-GAAP financial measure disclosed or released with
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`the most comparable financial measure or measures calculated and presented in accordance with
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`GAAP. 17 C.F.R. § 244.100.
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`30.
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`The SEC has noted that:
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`companies should be aware that this measure does not have a
`uniform definition and its title does not describe how it is calculated.
`Accordingly, a clear description of how this measure is calculated,
`as well as the necessary reconciliation, should accompany the
`measure where
`it
`is used. Companies should also avoid
`inappropriate or potentially misleading
`inferences about
`its
`usefulness. For example, "free cash flow" should not be used in a
`manner that inappropriately implies that the measure represents the
`residual cash flow available for discretionary expenditures, since
`many companies have mandatory debt service requirements or other
`non-discretionary expenditures that are not deducted from the
`measure.1
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`Thus, to cure the Proxy Statement and the materially misleading nature of the
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`31.
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`forecasts under SEC Rule 14a-9 as a result of the omitted information in the Proxy Statement,
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`Defendants must provide a reconciliation table of the non-GAAP measures to the most comparable
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`GAAP measures to make the non-GAAP metrics included in the Proxy Statement not misleading.
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`Omissions and/or Material Misrepresentations Concerning the Financial Advisors’ Financial
`Analysis
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`
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`1 U.S. Securities and Exchange Commission, Non-GAAP Financial Measures, last updated April
`4, 2018, available at: https://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm
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`32. With respect to Evercore’s Discounted Cash Flow Analysis for the Company, the
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`Proxy Statement fails to disclose: (i) the line items used to calculate the unlevered free cash flows
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`of the Company; (ii) the terminal values for the Company; (ii) the inputs and assumptions
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`underlying the use of perpetual growth rates ranging from –(60.0)% to –(80.0)%; (iii) the inputs
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`and assumptions underlying the range of discount rates ranging from 8.5% to 10.0%; (iv) the
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`weighted cost of capital of Arena; (v) the upfront payment made to Aristea on July 27, 2021; (vi)
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`Arena’ net debt as of December 10, 2021; and (vii) the number of fully diluted shares of common
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`stock.
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`33. With respect to Evercore’s Selected Transactions Analysis for Arena, the Proxy
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`Statement fails to disclose the implied equity value for each target company selected.
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`34. With respect to Evercore’s Equity Research Analyst Price Targets analysis, the
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`Proxy Statement fails to disclose the selected public market trading price targets and the equity
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`research analysts who published the targets.
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`35. With respect to Evercore’s Selected Public Company Trading Analysis, the Proxy
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`Statement fails to disclose: (i) the metrics and multiples of each selected company; (ii) the inputs
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`and assumptions underlying the use of the forward multiple reference range of 2.0x – 4.0x to
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`Arena’s estimated 2026 revenue.
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`36. With respect to Evercore’s Premiums Paid Analysis, the Proxy Statement fails to
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`disclose: (i) the ten transactions reviewed by Evercore; and (ii) the premiums paid in those ten
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`transactions.
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`37. With respect to Guggenheim’s Discounted Cash Flow Analysis for the Company,
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`the Proxy Statement fails to disclose: (i) the line items used to calculate the unlevered free cash
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`flows of the Company; (ii) the terminal values for the Company; (ii) the inputs and assumptions
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`underlying the use of perpetual growth rate of –(70.0)%; (iii) the inputs and assumptions
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`underlying the range of discount rates ranging from 8.00% to 9.75%; and (iv) the weighted cost of
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`capital of Arena.
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`38. With respect to Guggenheim’s Arena Wall Street Equity Research Analyst Stoc,
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`Price Targets analysis, the Proxy Statement fails to disclose the selected public market trading
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`price targets and the equity research analysts who published the targets.
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`39. With respect to Guggenheim’s Premiums Paid in Selected Precedent Merger and
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`Acquisition Transactions analysis, the Proxy Statement fails to disclose: (i) the transactions
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`reviewed by Guggenheim; and (ii) the premiums paid in those transactions.
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`40.
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`In sum, the omission of the above-referenced information renders statements in the
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`Proxy Statement materially incomplete and misleading in contravention of the Exchange Act.
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`Absent disclosure of the foregoing material information prior to the special stockholder meeting
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`to vote on the Proposed Transaction, Plaintiff will be unable to make a fully-informed decision
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`regarding whether to vote in favor of the Proposed Transaction, and she is thus threatened with
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`irreparable harm, warranting the injunctive relief sought 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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`41.
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`Plaintiff incorporates each and every allegation set forth above as if fully set forth
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`
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`herein.
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`42.
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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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`43.
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`Defendants have issued the Proxy Statement with the intention of soliciting
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`stockholder support for the Proposed Transaction. Each of the Defendants reviewed and
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`authorized the dissemination of the Proxy Statement and the use of their name in the Proxy
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`Statement, which fails to provide critical information regarding, among other things, financial
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`analysis that were prepared by Evercore and Guggenheim and relied upon by the Board in
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`recommending the Company’s stockholders vote in favor of the Proposed Transaction.
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`44.
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`In so doing, Defendants made untrue statements of fact and/or omitted material
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`facts necessary to make the statements made not misleading. Each of the Individual Defendants,
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`by 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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`45.
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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 the Company’s
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`financial projections.
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`46.
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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 her 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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`Plaintiff incorporates each and every allegation set forth above as if fully set forth
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`47.
`
`herein.
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`48.
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`The Individual Defendants acted as controlling persons of Arena 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 Arena, 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 Arena, including the content and dissemination of
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`the various statements that Plaintiff contends are materially incomplete and misleading.
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`49.
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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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`50.
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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 Arena, and, therefore, is presumed to have had the
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`power to control or influence the particular transactions giving rise to the Exchange Act violations
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`Case 1:22-cv-00047 Document 1 Filed 01/04/22 Page 14 of 15
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`alleged herein, and exercised the same. The omitted information identified above was reviewed
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`by the Board prior to voting on the Proposed Transaction. The Proxy Statement at issue contains
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`the 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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`51.
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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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`52.
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`By virtue of the foregoing, the Individual Defendants have violated Section 20(a)
`
`of the Exchange Act.
`
`53.
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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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`54.
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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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`RELIEF REQUESTED
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`WHEREFORE, Plaintiff demands injunctive relief in her 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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`Case 1:22-cv-00047 Document 1 Filed 01/04/22 Page 15 of 15
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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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`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 as a result
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`of 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: January 4, 2022
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`By:
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`MELWANI & CHAN LLP
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`/s Gloria Kui Melwani
`Gloria Kui Melwani (GM5661)
`1180 Avenue of Americas, 8th Fl.
`New York, NY 10036
`Telephone: (212) 382-4620
`Email: gloria@melwanichan.com
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`Attorneys for Plaintiff
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`15
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