Case 1:22-cv-03550 Document 1 Filed 05/03/22 Page 1 of 15
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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` JOSEPH OCHOA,
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`Plaintiff,
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`v.
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`ANTARES PHARMA, INC., LEONARD S.
`JACOB, THOMAS J. GARRITY, PETER S.
`GREENLEAF, ANTON GUETH, ROBERT P.
`ROCHE, JR., KAREN SMITH, CARMEN
`VOLKART, and ROBERT F. APPLE,
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`Civil Action No.
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`COMPLAINT FOR VIOLATIONS
`OF THE FEDERAL SECURITIES
`LAWS
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`JURY TRIAL DEMANDED
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`
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`Defendants.
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`Plaintiff Joseph Ochoa (“Plaintiff”) by and through his undersigned attorneys, brings this
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`action on behalf of himself, and alleges the following based upon personal knowledge as to those
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`allegations concerning Plaintiff and, as to all other matters, upon the investigation of counsel,
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`which includes, without limitation: (a) review and analysis of public filings made by Antares
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`Pharma, Inc. (“Antares” or the “Company”) and other related parties and non-parties with the
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`United States Securities and Exchange Commission (“SEC”); (b) review and analysis of press
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`releases and other publications disseminated by certain of the Defendants (defined below) and
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`other related non-parties; (c) review of news articles, shareholder communications, and postings
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`on Antares’s website concerning the Company’s public statements; and (d) review of other
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`publicly available information concerning Antares and the Defendants.
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`NATURE OF THE ACTION
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`1.
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`Plaintiff brings this action on behalf of himself against the Company and
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`members of the Company’s Board of Directors (the “Board” or the “Individual Defendants”) for
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`violations of Sections 14(d)(4), 14(e) and 20(a) of the Securities Exchange Act of 1934 (the
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`Case 1:22-cv-03550 Document 1 Filed 05/03/22 Page 2 of 15
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`“Exchange Act”), 15 U.S.C. §§ 78n(d)(4), 78n(e), 78t(a), and SEC Rule 14d-9, 17 C.F.R.
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`§240.14d-9(d) (“Rule 14d-9”), in connection with the proposed acquisition of the Company by
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`affiliates of Halozyme Therapeutics, Inc. (“Halozyme”) (the “Proposed Transaction”).
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`2.
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`On April 12, 2022, the Company entered into an Agreement and Plan of Merger
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`(the “Merger Agreement”) with Atlas Merger Sub, Inc. (“Purchaser”), a wholly owned
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`subsidiary of Halozyme, which is also a party to the Merger Agreement. Pursuant to the terms of
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`the Merger Agreement, each Antares common share issued and outstanding will be converted
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`into the right to receive $5.60 per share in cash (the “Merger Consideration”). In connection with
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`the Proposed Transaction, Purchaser commenced a tender offer to acquire all of Antares’s
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`outstanding common stock and will expire on May 17, 2022.
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`3.
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`On April 26, 2022, the Company filed an incomplete and materially misleading
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`Recommendation Statement with the SEC (the “Recommendation Statement”) in connection
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`with the Proposed Transaction. The Recommendation Statement omits material information
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`concerning the Proposed Transaction.
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`4.
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`Accordingly, the failure to adequately disclose such material information
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`constitutes a violation of Sections 14(d), 14(e) and 20(a) of the Exchange Act as Antares’
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`stockholders need such information in order to make a fully informed decision whether to tender
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`their shares in support of the Proposed Transaction or seek appraisal.
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`5.
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`As set forth more fully herein, Plaintiff seeks to enjoin Defendants from
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`proceeding with the Proposed Transaction.
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`2
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`Case 1:22-cv-03550 Document 1 Filed 05/03/22 Page 3 of 15
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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 as Plaintiff alleges violations of Sections 14(d)(4),
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`14(e) and 20(a) of the Exchange Act
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`7.
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`This Court has personal jurisdiction over all of the Defendants because each is
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`either a corporation that conducts business in, solicits shareholders in, and/or maintains
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`operations within, this District, or is an individual who is either present in this District for
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`jurisdictional purposes or has sufficient minimum contacts with this District so as to make the
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`exercise of jurisdiction by this Court permissible under traditional notions of fair play and
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`substantial justice.
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`8.
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`Venue is proper under 28 U.S.C. § 1391 because a substantial portion of the
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`transactions and wrongs complained of herein occurred in this District.
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`THE PARTIES
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`9.
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`Plaintiff has been the owner of the common stock of Antares since prior to the
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`transaction herein complained of and continuously to date.
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`10.
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`Defendant Antares is a Delaware corporation with its principal executive offices
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`located at 100 Princeton South, Suite 300, Ewing, New Jersey, 08628. The Company’s stock
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`trades on the NASDAQ under the ticker “ATRS”
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`11.
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`Defendant Leonard S. Jacob (“Jacob”) is and has been the Chairman of the Board
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`of Antares at all times during the relevant period.
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`12.
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`Defendant Thomas J. Garrity (“Garrity”) is and has been an Antares director at all
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`times during the relevant period.
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`3
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`Case 1:22-cv-03550 Document 1 Filed 05/03/22 Page 4 of 15
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`13.
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`Defendant Peter S. Greenleaf (“Greenleaf”) is and has been an Antares director at
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`all times the relevant time period.
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`14.
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`Defendant Anton Gueth (“Gueth”) is and has been an Antares director at all times
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`the relevant time period.
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`15.
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`Defendant Robert P. Roche, Jr. (“Roche”) is and has been an Antares director at
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`all times the relevant time period.
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`16.
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`Defendant Karen Smith (“Smith”) is and has been an Antares director at all times
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`the relevant time period.
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`17.
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`Defendant Carmen Volkart (“Volkart”) is and has been an Antares director at all
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`times the relevant time period.
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`18.
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`Defendant Robert F. Apple (“Apple”) is and has been the Chief Executive Officer
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`(“CEO”) and a director of Antares at all times the relevant time period.
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`19.
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`Defendants Jacob, Garrity, Greenleaf, Gueth, Roche, Smith, Volkart, and Apple
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`are collectively referred to herein as the “Individual Defendants.”
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`20.
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`Defendant Antares, along with the Individual Defendants, are collectively referred
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`to herein as “Defendants.”
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`SUBSTANTIVE ALLEGATIONS
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`Background of the Company
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`21.
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`Antares a specialty pharmaceutical company, focuses primarily on
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`the
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`development and commercialization of pharmaceutical products and technologies that address
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`patient needs in targeted therapeutic areas. It develops, manufactures, and commercializes novel
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`therapeutic products using its drug delivery systems. The Company’s injection products include
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`XYOSTED for subcutaneous administration of testosterone replacement therapy in adult males;
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`Case 1:22-cv-03550 Document 1 Filed 05/03/22 Page 5 of 15
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`OTREXUP a subcutaneous methotrexate injection indicated for adults with severe active
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`rheumatoid arthritis, children with active polyarticular juvenile idiopathic arthritis, and adults
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`with severe recalcitrant psoriasis; and NOCDURNA sublingual tablets indicated for the
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`treatment of nocturia due to nocturnal polyuria in adults who awaken at least two times per night
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`to urinate. Its injection products also comprise generic Epinephrine Injection USP products
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`indicated for emergency treatment of severe allergic reactions, including anaphylaxis in adults
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`and certain pediatric patients; Sumatriptan Injection USP indicated for the acute treatment of
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`migraine headaches and cluster headache in adults; and Makena subcutaneous auto-injector
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`drug-device combination product indicated to reduce the risk of preterm birth in women, as well
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`as Teriparatide injection used for the treatment of osteoporosis in postmenopausal women and
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`men at increased risk of fracture, and glucocorticoid induced osteoporosis in men and women. In
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`addition, the Company develops disposable pen injectors for diabetes and osteoporosis;
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`QuickShot auto-injectors; TLANDO to treat deficiency or absence of endogenous testosterone in
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`adult males; and drug/device products for urologic oncology, immunology, and endocrinology.
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`The Company has strategic alliances and partnerships with Pfizer Inc., Idorsia Pharmaceuticals
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`Ltd, Teva Pharmaceutical Industries, Ltd, and AMAG.
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`The Company Announces the Proposed Transaction
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`22.
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`On April 13, 2022, the Company jointly issued a press release announcing the
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`Proposed Transaction. The press release stated, in pertinent part:
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`SAN DIEGO and EWING, N.J., April 13, 2022 /PRNewswire/ -- Halozyme
`Therapeutics, Inc. (NASDAQ: HALO) ("Halozyme") and Antares Pharma, Inc.
`(NASDAQ: ATRS) ("Antares") today announced that the companies have entered
`into a definitive agreement pursuant to which Halozyme will acquire Antares for
`$5.60 per share in cash. The transaction, which values Antares at approximately
`$960 million, was unanimously approved by both the Halozyme and Antares
`Boards of Directors.
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`Case 1:22-cv-03550 Document 1 Filed 05/03/22 Page 6 of 15
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`The transaction is expected to be immediately accretive to Halozyme's 2022
`revenue and non-GAAP earnings and to accelerate top- and bottom-line growth
`through 2027, with multiple growth drivers beyond 2027. The combination of
`Halozyme and Antares will create a leading drug delivery and specialty product
`company. The Antares business consists of a best-in-class, differentiated, royalty
`revenue generating auto injector platform business that offers broad licensing
`opportunity, and a commercial business, with three proprietary commercial
`products.
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`"The addition of Antares, particularly with its best-in-class auto injector platform
`and specialty commercial business, augments Halozyme's strategy, further
`strengthens our position as a leading drug delivery company and extends our
`strategy to include specialty products," said Dr. Helen Torley, president and chief
`executive officer of Halozyme. "The acquisition of Antares fits well with our
`previously discussed strategic priorities and provides substantial financial growth
`potential and disruptive solutions to significantly improve patient experiences and
`outcomes for emerging and established therapies. Halozyme is well-positioned to
`leverage Antares' value proposition, driven by a strong balance sheet, established
`industry relationships and business development experience. We look forward to
`welcoming Antares' talented team as we embark on our next chapter of
`accelerating financial growth, maximizing patient benefit, and enhancing value."
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`Robert F. Apple, president and chief executive officer of Antares, commented,
`"We are pleased to have reached this agreement with Halozyme, as this
`transaction showcases the value of Antares' highly complementary business,
`provides our shareholders with attractive and certain value, and brings together
`industry-leading expertise and drug delivery platforms to accelerate growth and
`create new opportunities. As we remain committed to continuing to serve our
`partners, I would like to thank our employees for their hard work and dedication
`to this mission. We look forward to working with the Halozyme team to complete
`the transaction and deliver best-in-class therapies and drug delivery solutions."
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`Compelling Financial and Strategic Benefits
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`•
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`Immediate Revenue and Non-GAAP Earnings Accretion and Long-Term
`Financial Upside: The transaction is expected to be immediately accretive to
`Halozyme's 2022 revenue and non-GAAP earnings, supported by Antares'
`proprietary product revenues, royalty revenues and profitability. The addition
`of Antares is also expected to accelerate top- and bottom-line growth and
`enhance cash flow generation through 2027, increasing Halozyme's flexibility
`to pursue further growth drivers in the forms of new product and therapy
`launches, and partnerships.
`• Business Development to Augment Long-Term Growth, Consistent with
`Strategic Priorities: The addition of Antares' commercial products and
`existing auto injector capabilities accelerate Halozyme's strategy to drive
`long-term, durable revenue growth and value creation through focused
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`Case 1:22-cv-03550 Document 1 Filed 05/03/22 Page 7 of 15
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`external growth. Halozyme expects to build on Antares' core platform
`technology and capabilities
`to drive
`incremental, durable
`revenue
`opportunities with additional intellectual property protections for Antares
`technology in place beyond 2030.
`• Substantial Market Expansion Opportunity in High Revenue Segments:
`Antares' successful development and partnership of its technology platforms
`offers a widely licensable product suite that can be broadly applied across a
`spectrum of market segments representing multiple tens of billions of dollars1
`in estimated peak sales. This includes the potential for conversion to both
`high-viscosity and high-volume auto
`injector devices, supported by
`Halozyme's extensive infrastructure and commercially validated ENHANZE
`platform technology.
`• High Growth, Durable Commercial Franchise with Proven Track
`Record: Antares' suite of FDA-approved, high quality commercial products
`and partner products utilizing the Antares auto injector technology have
`already demonstrated commercial success and are positioned for long-term
`growth. Launch of Tlando™ will leverage existing testosterone commercial
`infrastructure and capabilities in a growing therapeutic category, building on
`momentum created by Xyosted®'s success.
`• Two Highly Complementary Platforms, Each with Meaningful Pipelines:
`Antares' broadly applicable, differentiated auto injector platform is suitable
`for use with a broad range of medications. The versatility of this platform
`enables a highly licensable business with significant revenue upside. The
`combined entity will be able to leverage its deep industry expertise and
`existing commercial infrastructure in the U.S. to expand delivery capabilities
`and pursue growth opportunities within multiple small- and large-molecule
`products.
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`Transaction Terms, Financing and Time to Closing
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`Under the terms of the merger agreement, Halozyme will commence a cash tender
`offer to acquire all of the outstanding shares of Antares for $5.60 per share in
`cash. The transaction is not subject to a financing condition. Halozyme intends to
`finance the transaction using existing cash on hand and new sources of debt.
`Following completion of the transaction, Halozyme expects to maintain a strong
`balance sheet with less than 3.5x net debt-to-EBITDA ratio at the time of
`transaction close. Net debt-to-EBITDA ratio is expected to decline significantly in
`the quarters post transaction close. The closing of the tender offer will be subject
`to certain conditions, including the tender of shares representing at least a
`majority of the total number of Antares' outstanding shares of common stock, the
`expiration or termination of the HSR waiting period, and other customary
`conditions. Following the successful completion of the tender offer, Halozyme
`will acquire all remaining shares not tendered in the tender offer through a
`second-step merger at the same price. This transaction is expected to close in the
`first half of 2022.
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`Case 1:22-cv-03550 Document 1 Filed 05/03/22 Page 8 of 15
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`BofA Securities and Wells Fargo Securities LLC are acting as financial advisors
`to Halozyme and Weil, Gotshal & Manges LLP is acting as legal advisor.
`Jefferies LLC is acting as financial advisor to Antares and Skadden, Arps, Slate,
`Meagher & Flom LLP is acting as legal advisor.
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`
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`FALSE AND MISLEADING STATEMENTS
`AND/OR MATERIAL OMISSIONS IN THE RECOMMENDATION STATEMENT
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`23.
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`On April 26, 2022, the Company authorized the filing of the Recommendation
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`Statement with the SEC. The Recommendation Statement recommends that the Company’s
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`stockholders tender their shares in favor of the Proposed Transaction.
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`24.
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`Defendants were obligated to carefully review the Recommendation Statement
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`prior to its filing with the SEC and dissemination to the Company’s unitholders to ensure that it
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`did not contain any material misrepresentations or omissions. However, the Recommendation
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`Statement misrepresent and/or omit material information that is necessary for the Company’s
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`shareholders to make informed decisions concerning whether to tender their shares in favor of
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`the Proposed Transaction.
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`Material False and Misleading Statements or Material
`Misrepresentations or Omissions Regarding Management’s Projections
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`25.
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`The Recommendation Statement contains financial projections prepared by senior
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`members of Antares’s management in connection with the Proposed Transaction, but fails to
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`provide material information concerning such.
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`26.
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`The SEC has repeatedly emphasized that disclosure of non-GAAP projections can
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`be inherently misleading, and has therefore heightened its scrutiny of the use of such
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`projections.1 Indeed, on May 17, 2016, the SEC’s Division of Corporation Finance released new
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`1 See, e.g., Nicolas Grabar and Sandra Flow, Non-GAAP Financial Measures: The SEC’s
`Evolving Views, Harvard Law School Forum on Corporate Governance and Financial
`Regulation (June 24, 2016), available at https://corpgov.law.harvard.edu/2016/06/24/non-gaap-
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`and updated Compliance and Disclosure Interpretations (“C&DIs”) on the use of non-GAAP
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`financial measures that demonstrate the SEC’s tightening policy.2 One of the new C&DIs
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`regarding forward-looking information, such as financial projections, explicitly requires
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`companies to provide any reconciling metrics that are available without unreasonable efforts.
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`27.
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`In order to make management’s projections included in the Recommendation
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`Statement materially complete and not misleading, Defendants must provide a reconciliation
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`table of the non-GAAP measures to the most comparable GAAP measures.
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`28.
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`Specifically, with respect to each set of financial projections, the Company must
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`disclose the line item projections for the financial metrics that were used to calculate the non-
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`GAAP measures, including, but not limited to, all line items used to calculate: (i) EBIT; and (ii)
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`Unlevered Free Cash Flow.
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`29.
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`Disclosure of the above line item projections is vital to provide investors with the
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`complete mix of information necessary to make an informed decision when deciding whether to
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`tender their shares in connection with the Proposed Transaction.
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`Material False and Misleading Statements or Material
`Misrepresentations or Omissions Regarding Jefferies’ Opinion
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`The Recommendation Statement contains the financial analyses and opinion of
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`30.
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`Jefferies LLC (“Jefferies”) concerning the Proposed Transaction but fails to provide material
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`information concerning such.
`
`
`financial-measuresthesecs evolving-views/; Gretchen Morgenson, Fantasy Math Is Helping
`Companies Spin Losses
`Into Profits, N.Y. Times, Apr. 22, 2016, available at
`http://www.nytimes.com/2016/04/24/business/fantasy-mathis-helping-companies-spin-ossesinto-
`profits.html?_r=0.
`
` 2
`
` Non-GAAP Financial Measures, Compliance & Disclosure Interpretations, U.S. SECURITIES
`available
`at
`AND
`EXCHANGE
`COMMISSION
`(May
`17,
`2017),
`https://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.
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`31. With
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`respect
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`to
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`Jefferies’ Selected Public Companies Analysis,
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`the
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`Recommendation Statement fails to disclose the individual multiples and metrics for each of the
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`companies observed in the analysis.
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`32. With respect
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`to Jefferies’ Selected Precedent Transaction Analysis,
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`the
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`Recommendation Statement fails to disclose the individual multiples and metrics for each of the
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`companies observed in its analysis.
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`33. With respect to Jefferies’ Discounted Cash Flow Analysis, the Recommendation
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`Statement fails to disclose: (i) the estimated present value of the standalone unlevered, after-tax
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`free cash flows that the Company was forecasted to generate during the fiscal years ending
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`December 31, 2022 through December 31, 2030; (ii) the Company’s implied terminal value; (iii)
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`the inputs and assumptions underlying Jefferies’ use of perpetuity growth rates ranging from
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`(10.0%0 to (20.0%); and (iv) the inputs and assumptions underlying Jefferies use of a discount
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`rate range of 9.2% to 10.2%.
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`34. When a banker’s endorsement of the fairness of a transaction is touted to
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`shareholders, the valuation methods used to arrive at that opinion as well as the key inputs and
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`range of ultimate values generated by those analyses must also be fairly disclosed. Moreover,
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`the disclosure of projected financial information is material because it provides stockholders with
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`a basis to project the future financial performance of a company and allows stockholders to
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`better understand the financial analyses performed by the company’s financial advisor in support
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`of its fairness opinion.
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`35. Without the above described information, the Company’s shareholders are not
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`fully informed with respect to the Proposed Transaction. Accordingly, in order to provide
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`shareholders with a complete mix of information, the omitted information described above
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`should be disclosed.
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`COUNT I
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`(Against All Defendants for Violations of Section 14(d)
`of the Exchange Act and Rule 14d-9 Promulgated Thereunder)
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`36.
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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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`37.
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`Section 14(d)(4) of the Exchange Act and Rule 14d-9 promulgated thereunder
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`makes it a requirement to make full and complete disclosure in connection with tender offers.
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`38.
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`As discussed herein, the Recommendation Statement, while soliciting shareholder
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`support for the Proposed Transaction, misrepresent and/or omit material facts concerning the
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`Proposed Transaction.
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`39.
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`Defendants prepared, reviewed, filed and disseminated the false and misleading
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`Recommendation Statement to Antares’s shareholders. In doing so, Defendants knew or
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`recklessly disregarded that the Recommendation Statement failed to disclose material facts
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`necessary in order to make the statements made, in light of the circumstances under which they
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`were made, not misleading.
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`40.
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`The omissions and incomplete and misleading statements in the Recommendation
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`Statement are material in that a reasonable shareholder would consider them important in
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`deciding whether to tender their shares in favor of the Proposed Transaction. In addition, a
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`reasonable investor would view such information as altering the “total mix” of information made
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`available to shareholders.
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`41.
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`By virtue of their positions within the Company and/or roles in the process and in
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`the preparation of the Recommendation Statement, Defendants were undoubtedly aware of this
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`Case 1:22-cv-03550 Document 1 Filed 05/03/22 Page 12 of 15
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`information and had previously reviewed it, including participating in the Proposed Transaction
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`negotiation and sales process and reviewing Antares’s financial advisor’s complete financial
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`analyses purportedly summarized in the Recommendation Statement.
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`42.
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`The Individual Defendants undoubtedly reviewed and relied upon the omitted
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`information identified above in connection with their decision to approve and recommend the
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`Proposed Transaction.
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`43.
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`Antares is deemed negligent as a result of the Individual Defendants’ negligence
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`in preparing and reviewing the Recommendation Statement.
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`44.
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`Defendants knew that Plaintiff and other shareholders would rely upon the
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`Recommendation Statement in determining whether to tender their shares in favor of the
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`Proposed Transaction.
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`45.
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`As a direct and proximate result of Defendants’ unlawful course of conduct in
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`violation of Section 14(d)(4) of the Exchange Act and Rule 14d-9 promulgated thereunder,
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`absent injunctive relief from the Court, Plaintiff and other shareholders will suffer irreparable
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`injury by being denied the opportunity to make an informed decision as to whether to tender their
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`shares in favor of the Proposed Transaction.
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`46.
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`Plaintiff has no adequate remedy at law.
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`COUNT II
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`(Against All Defendants for Violation
`Of Section 14(e) of the Exchange Act)
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`47.
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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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`48.
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`Defendants violated Section 14(e) of the Exchange Act by issuing the
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`Recommendation Statement in which they made false statements of material fact or failed to
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`state all material facts that would be necessary to make the statements made, in light of the
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`circumstances, not misleading, or engaged in deceptive or manipulative acts or practices, in
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`connection with the Proposed Transaction.
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`49.
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`Defendants knew that Plaintiff and the Company’s shareholders would rely upon
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`their statements made in the Recommendation Statement in determining whether to tender shares
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`in favor of the Proposed Transaction.
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`50.
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`As a direct and proximate result of Defendants’ unlawful course of conduct in
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`violation of Section 14(e) of the Exchange Act, absent injunctive relief from the Court, Plaintiff
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`and other shareholders will suffer irreparable injury by being denied the opportunity to make an
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`informed decision as to whether to tender their shares in favor of the Proposed Transaction.
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`COUNT III
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`(Against the Individual Defendants for
`Violations of Section 20(a) of the Exchange Act)
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`51.
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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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`52.
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`The Individual Defendants acted as controlling persons of Antares 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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`officers and/or directors of Antares, 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 Recommendation
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`Statement filed with the SEC, they had the power to influence and control and did influence and
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`control, 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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`53.
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`Each of the Individual Defendants were provided with or had unlimited access to
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`copies of the Recommendation Statement and other statements alleged by Plaintiff to be
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`Case 1:22-cv-03550 Document 1 Filed 05/03/22 Page 14 of 15
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`misleading prior to and/or shortly after these statements were issued and had the ability to
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`prevent the issuance of the statements or cause the statements to be corrected.
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`54.
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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
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`had the power to control or influence the particular transactions giving rise to the securities
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`violations alleged herein, and exercised the same. The Recommendation Statement contain the
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`unanimous recommendation of each of the Individual Defendants to approve the Proposed
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`Transaction. They were thus directly connected with and involved in the making of the
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`Recommendation Statement.
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`55.
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`As set forth above, the Individual Defendants had the ability to exercise control
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`over and did control a person or persons who have each violated Section 14(e) of the Exchange
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`Act, by their acts and omissions as alleged herein. By virtue of their positions as controlling
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`persons and the acts described herein, the Individual Defendants are liable pursuant to Section
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`20(a) of the Exchange Act.
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`56.
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`As a direct and proximate result of Individual Defendants’ conduct, Plaintiff will
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`be irreparably harmed.
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`57.
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`Plaintiff has no adequate remedy at law.
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`PRAYER FOR RELIEF
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`WHEREFORE, Plaintiff prays for judgment and relief 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;
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`B.
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`Directing the Individual Defendants to disseminate an Amendment to the
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`Recommendation Statement that does not contain any untrue statements of material fact and that
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`Case 1:22-cv-03550 Document 1 Filed 05/03/22 Page 15 of 15
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`states all material facts required in it or necessary to make the statements contained therein not
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`misleading;
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`C.
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`Directing Defendants to account to Plaintiff for their damages sustained because
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`of the wrongs complained of herein;
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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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`Plaintiff hereby demands a trial by jury.
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`DEMAND FOR TRIAL BY JURY
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`Dated: May 3, 2022
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`Respectfully submitted,
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`By: /s/ Joshua M. Lifshitz
`Joshua M. Lifshitz
`Email: jml@jlclasslaw.com
`LIFSHITZ LAW PLLC
`1190 Broadway
`Hewlett, New York 11557
`Telephone: (516) 493-9780
`Facsimile: (516) 280-7376
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`Attorneys for Plaintiff
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