Case 1:22-cv-03551 Document 1 Filed 05/03/22 Page 1 of 16
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`SHIVA STEIN,
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`Plaintiff,
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`Civil Action No. 22-cv-3551
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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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`Shiva Stein (“Plaintiff”), by and through her attorneys, alleges the following upon
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`v.
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`LHC GROUP, INC., KEITH G. MYERS,
`MONICA F. AZARE, TERI G. FONTENOT,
`JONATHAN D. GOLDBERG, CLIFFORD S.
`HOLTZ, JOHN L. INDEST, RONALD T.
`NIXON, W. EARL REED, III, and WILLIAM
`BRENT TURNER,
`
`
`Defendants.
`--------------------------------------------------------
`
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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 LHC Group, Inc. (“LHC Group or the
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`“Company”) and the members LHC Group’s 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”), 15 U.S.C. §§ 78n(a),
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`78t(a), and SEC Rule 14a-9, 17 C.F.R. 240.14a-9 and 17 C.F.R. § 244.100, in connection with the
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`proposed acquisition of LHC Group by affiliates of UnitedHealth Group Incorporated
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`(“UnitedHealth”).
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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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`Case 1:22-cv-03551 Document 1 Filed 05/03/22 Page 2 of 16
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`(the “Proxy Statement”) to be filed on April 29, 2022 with the United States Securities and
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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 the Lightning Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of
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`UnitedHealth, will merge with and into LHC Group with LHC Group surviving as a wholly-owned
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`subsidiary of UnitedHealth (the “Proposed Transaction”). Pursuant to the terms of the definitive
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`agreement and plan of merger the companies entered into on March 28, 2022 (the “Merger
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`Agreement”), each LHC Group stockholder will receive $170.00 in cash (the “Merger
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`Consideration”) for each LHC Group share owned.
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`1.
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`As discussed below, Defendants have asked LHC Group’s stockholders to support
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`the Proposed Transaction based upon the materially incomplete and misleading representations
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`and 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 analyses performed by the Company’s financial advisors, SVB
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`Securities LLC (“SVB Securities”) and Jefferies LLC (“Jefferies” and with SVB Securities, the
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`Financial Advisors”) in support of their fairness opinions.
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`2.
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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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`3.
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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 LHC Group’s stockholders or, in the event
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`2
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`Case 1:22-cv-03551 Document 1 Filed 05/03/22 Page 3 of 16
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`the Proposed Transaction is consummated, to recover damages resulting from the Defendants’
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`violations of the Exchange Act.
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`JURISDICTION AND VENUE
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`4.
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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 Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9.
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`5.
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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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`6.
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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 the Company trades on the NASDAQ Stock
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`Exchange, headquartered in this District, and the Company’s proxy solicitor, Okapi Partners LLC,
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`is also headquartered in this District.
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`PARTIES
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`7.
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`Plaintiff is, and has been at all relevant times, the owner of LHC Group stocks and
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`has held such stocks since prior to the wrongs complained of herein.
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`8.
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`Individual Defendant Keith G. Myers, a co-founder of the Company, has served as
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`a member of the Board since 1994 and is the Chairman of the Board and the Chief Executive
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`Officer of the Company.
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`9.
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`Individual Defendant Monica F. Azare has served as a member of the Board since
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`2007.
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`3
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`Case 1:22-cv-03551 Document 1 Filed 05/03/22 Page 4 of 16
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`10.
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`Individual Defendant Teri G. Fontenot has served as a member of the Board since
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`2019.
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`11.
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`Individual Defendant Jonathan D. Goldberg has served as a member of the Board
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`since 2018.
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`12.
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`Individual Defendant Clifford S. Holtz has served as a member of the Board since
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`2018 and is the Lead Director.
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`13.
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`Individual Defendant John L. Indest has served as a member of the Board since
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`2000.
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`2001.
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`2018.
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`14.
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`Individual Defendant Ronald T. Nixon has served as a member of the Board since
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`15.
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`Individual Defendant W. Earl Reed, III has served as a member of the Board since
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`16.
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`Individual Defendant William Brent Turner has served as a member of the Board
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`since 2014.
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`17.
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`Defendant LHC Group is a Delaware corporation and maintains its principal offices
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`at 901 Hugh Wallis Road South, Lafayette, LA 70508. The Company’s stock trades on the
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`NASDAQ Global Select under the symbol “LHCG.”
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`18.
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`The defendants identified in paragraphs 10-16 are collectively referred to as the
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`“Individual Defendants” or the “Board.”
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`19.
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`The defendants identified in paragraphs 10-17 are collectively referred to as the
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`“Defendants.”
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`Case 1:22-cv-03551 Document 1 Filed 05/03/22 Page 5 of 16
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`SUBSTANTIVE ALLEGATIONS
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`A.
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`The Proposed Transaction
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`20.
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`LHC Group, a health care provider, specializes in the post-acute continuum of care
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`primarily for Medicare beneficiaries in the United States. It operates through five segments: Home
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`Health Services, Hospice Services, Home and Community-Based Services, Facility-Based
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`Services, and Healthcare Innovations (HCI). The Home Health Services segment offers skilled
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`nursing, medically oriented social services and physical, occupational, and speech therapy. The
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`Hospice Services segment provides pain and symptom management accompanied by palliative
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`medication, emotional and spiritual support, inpatient and respite care, homemaker services,
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`dietary counseling, family bereavement counseling, and social worker visits. Its Home and
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`Community-Based Services segment offers range of services, such as assistance with grooming,
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`medication reminders, meal preparation, assistance with feeding, light housekeeping, respite care,
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`transportation, and errand. The Facility-Based Services segment treats patients with severe medical
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`conditions who require a high-level of care and frequent monitoring by physicians and other
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`clinical personnel. This segment serves patients suffering from respiratory failure, neuromuscular
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`and cardiac disorders, non-healing wounds, renal disorders, cancer, head and neck injuries, and
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`mental disorders, as well as treats patients diagnosed with musculoskeletal impairments; and
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`operates nursing facilities, family health center, rural health clinic, and physician practice, as well
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`as offers physical therapy services. The HCI segment provides strategic health management
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`services to accountable care organizations. As of December 31, 2021, it operated 557 home health
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`services locations, 170 hospice locations, 136 community-based service locations, 11 long-term
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`acute care hospitals with 12 locations, and 14 HCI locations. The Company was founded in 1994
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`and is based in Lafayette, Louisiana.
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`Case 1:22-cv-03551 Document 1 Filed 05/03/22 Page 6 of 16
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`21.
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`On March 29, 2022, the Company and UnitedHealth jointly announced the
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`Proposed Transaction:
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`EDEN PRAIRIE, Minn. & LAFAYETTE, La.--(BUSINESS
`WIRE)--Optum, a diversified health services company, and LHC
`Group (NASDAQ: LHCG), a national patient-focused provider of
`high-quality in-home health care services, have agreed to combine
`to further strengthen their shared ability to advance value-based
`care, especially in the comfort of a patient’s own home. The
`agreement calls for the acquisition of LHC Group’s outstanding
`common stock for $170 per share.
`
`The combination of LHC Group with Optum Health, which works
`with over 100 health plans, unites two organizations dedicated to
`providing compassionate and comprehensive care to patients and
`their families. LHC Group’s history of high-quality home and
`community-based care matched with Optum’s extensive value-
`based care experience and resources will accelerate the combined
`companies’ ability to deliver integrated care, improving outcomes
`and patient experiences.
`
`“LHC Group’s sophisticated care coordination capabilities and its
`warm, human touch is so important for home care, and will greatly
`enhance the reach of Optum’s value-based capabilities along the full
`continuum of care, including primary care, home and community
`care, virtual care, behavioral health and ambulatory surgery,” said
`Dr. Wyatt Decker, CEO, Optum Health. “We greatly admire how
`the people of LHC Group have created a culture that enables them
`to be a trusted health care partner to patients and their families when
`they need it the most, and we look forward to working with and
`learning from them.”
`
`“Since our founding in 1994, ‘it’s all about helping people’ has been
`the core of our mission, and as part of the Optum team and its value-
`based capabilities, we will be able to expand our patient-centered
`mission and help drive best care practices across the country,” said
`Keith G. Myers, LHC Group’s chairman and CEO. “Working
`together as organizations committed to caring for the most
`vulnerable in society will help us more effectively and efficiently
`deliver high quality and increasingly value-based care in the home.”
`LHC Group’s 30,000 employees, including frontline care providers
`and administrative and support personnel, provide more than 12
`million annual in-home patient-focused interventions and is widely
`recognized as one of the highest-quality providers of in-home care,
`with quality scores consistently running more than one-third higher
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`Case 1:22-cv-03551 Document 1 Filed 05/03/22 Page 7 of 16
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`than industry norms. The LHC Group leadership team will continue
`forward as part of Optum Health.
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`The agreement calls for the acquisition of LHC Group’s common
`stock for $170 per share in cash and is expected to close in the
`second half of 2022 subject to LHC Group shareholder approvals,
`regulatory approvals and other customary closing conditions. Co-
`founders Keith and Ginger Myers will personally invest $10 million
`in UnitedHealth Group stock following the close of the combination.
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`The acquisition is expected to be neutral to UnitedHealth Group’s
`outlook for adjusted net earnings per share in 2022, modestly
`accretive in 2023, and advancing strongly in subsequent years.
`
`About Optum
`Optum is a leading information and technology-enabled health
`services business dedicated to helping make the health system work
`better for everyone. With more than 190,000 people worldwide,
`Optum delivers intelligent, integrated solutions that help to
`modernize the health system and improve overall population health.
`Optum is part of UnitedHealth Group (NYSE: UNH). For more
`information, visit www.Optum.com.
`
`About LHC Group
`LHC Group, Inc. is a national provider of in-home healthcare
`services and innovations, providing quality, value-based healthcare
`to patients primarily within the comfort and privacy of their home
`or place of residence. LHC Group’s services cover a wide range of
`healthcare needs for patients and families dealing with illness,
`injury, or chronic conditions. The company’s 30,000 employees
`deliver home health, hospice, home- and community-based services,
`and facility-based care from 964 locations in 37 states and the
`District of Columbia – reaching 60 percent of the U.S. population
`aged 65 and older. LHC Group is the preferred in-home healthcare
`partner for 435 leading hospitals around the country. For more
`information, visit www.LHCGroup.com. SVB Leerink and
`Jefferies LLC served as financial advisors to LHC Group.
`
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`* * *
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`22.
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`The Board has unanimously agreed to the Proposed Transaction. It is therefore
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`
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`imperative that LHC Group’s stockholders are provided with the material information that has
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`Case 1:22-cv-03551 Document 1 Filed 05/03/22 Page 8 of 16
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`been 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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`23.
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`On April 29, 2022, LHC Group 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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`24.
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`The Proxy Statement fails to provide material information concerning financial
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`projections by LHC Group management and relied upon by SVB Securities in its analyses. The
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`Proxy 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 the Financial Advisors with forming a view
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`about the stand-alone valuation of the Company. Accordingly, the Proxy Statement should have,
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`but fails to provide, certain information in the projections that LHC Group management provided
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`to the Board and the Financial Advisors. Courts have uniformly stated that “projections … are
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`probably among the most highly-prized disclosures by investors. Investors can come up with their
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`own estimates of discount rates or [] market multiples. What they cannot hope to do is replicate
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`8
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`Case 1:22-cv-03551 Document 1 Filed 05/03/22 Page 9 of 16
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`management’s inside view of the company’s prospects.” In re Netsmart Techs., Inc. S’holders
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`Litig., 924 A.2d 171, 201-203 (Del. Ch. 2007).
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`25.
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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: Net Service Revenue – Organic,
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`Net Service Revenue – M&A, Adjusted EBITDA – NCI – Organic, and Adjusted EBITDA – NCI
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`– M&A, but fails to provide a reconciliation of the non-GAAP metrics to their most comparable
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`GAAP measures, in direct violation of Regulation G and consequently Section 14(a).
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`26. 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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`27.
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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
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`Case 1:22-cv-03551 Document 1 Filed 05/03/22 Page 10 of 16
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`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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`28.
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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 Financial Analyses
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`29. With respect to SVB Securities’ Publicly Traded Company Analysis of SVB
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`Securities, the Proxy Statement fails to disclose the financial metrics for each company selected
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`for the analysis.
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`30. With respect to SVB Securities’ Selected Precedent Transaction Analysis, the
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`Proxy Statement fails to disclose the financial metrics for each transaction selected for the analysis,
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`including: (i) the enterprise value of each transaction and (ii) each target company’s EBITDA.
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`31. With respect to SVB Securities’ Discounted Cash Flow Analysis, the Proxy
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`Statement fails to disclose: (i) the after-tax unlevered free cash flows expected to be generated by
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`the Company over the period beginning on January 1, 2022 and ending on December 31, 2026 and
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`all line items used to calculate the cash flows; (ii) the range of terminal values for LHC Group;
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`(iii) the inputs and assumptions underlying the use of perpetuity growth rates of 2.5% to 3.5%; (iv)
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`the inputs and assumptions underlying the use of the range of discount rates of 8.5% to 9.5%; (v)
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`the Company’s weighted average cost of capital; and (vi) the number of fully diluted shares of
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`Company common stock outstanding as of March 18, 2022.
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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 SVB Securities’ one-year forward stock price targets analysis, the
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`Proxy Statement fails to disclose the fourteen Wall Street research analysts and their target stock
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`prices.
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`33. With respect to SVB Securities’ premia paid analysis, the Proxy Statement fails to
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`disclose the transactions selected and the premia paid for those transactions.
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`34. With respect to Jefferies’ Selected Public Companies Analysis, the Proxy Statement
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`fails to disclose the financial metrics and multiples for each company selected for the analysis.
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`35. With respect to Jefferies’ Selected Precedent Transaction Analysis, the Proxy
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`Statement fails to disclose the financial metrics and multiples for each transaction selected for the
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`analysis.
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`36. With respect to Jefferies’ Discounted Cash Flow Analysis, the Proxy Statement
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`fails to disclose: (i) the after-tax unlevered free cash flows expected to be generated by the
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`Company for the years ending December 31, 2022 through December 31, 2026 and all line items
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`used to calculate the cash flows; (ii) the implied terminal values for LHC Group; (iii) the inputs
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`and assumptions underlying the use of perpetuity growth rates of 4.5% to 5.5%; and (iv) the inputs
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`and assumptions underlying the use of the range of discount rates of 10.6% to 11.6%.
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`37. With respect to Jefferies’ premia paid analysis, the Proxy Statement fails to disclose
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`the transactions selected and the premia paid for those transactions.
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`38.
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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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`Case 1:22-cv-03551 Document 1 Filed 05/03/22 Page 12 of 16
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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
`
`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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`39.
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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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`40.
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`Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange
`
`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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`41.
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`Defendants have issued the Proxy Statement with the intention of soliciting
`
`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, the financial
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`projections that were prepared by the Company and relied upon by the Board in recommending
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`the Company’s stockholders vote in favor of the Proposed Transaction.
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`42.
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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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`Case 1:22-cv-03551 Document 1 Filed 05/03/22 Page 13 of 16
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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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`43.
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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
`
`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.
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`44.
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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
`
`On Behalf of Plaintiff Against the Individual Defendants for Violations of Section 20(a) of
`the Exchange Act
`
`Plaintiff incorporates each and every allegation set forth above as if fully set forth
`
`45.
`
`herein.
`
`46.
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`The Individual Defendants acted as controlling persons of LHC Group 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 LHC Group, 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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`Case 1:22-cv-03551 Document 1 Filed 05/03/22 Page 14 of 16
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`directly or indirectly, the decision making of LHC Group, including the content and dissemination
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`of the various statements that Plaintiff contends are materially incomplete and misleading.
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`47.
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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.
`
`48.
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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 LHC Group, and, therefore, is presumed to have had
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`the power to control or influence the particular transactions giving rise to the Exchange Act
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`violations alleged herein, and exercised the same. The omitted information identified above was
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`reviewed by the Board prior to voting on the Proposed Transaction. The Proxy Statement at issue
`
`contains the unanimous recommendation of the Board to approve the Proposed Transaction. The
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`Individual Defendants were thus directly involved in the making of the Proxy Statement.
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`49.
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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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`50.
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`By virtue of the foregoing, the Individual Defendants have violated Section 20(a)
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`of the Exchange Act.
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`51.
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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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`Case 1:22-cv-03551 Document 1 Filed 05/03/22 Page 15 of 16
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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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`52.
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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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`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: May 3, 2022
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`MELWANI & CHAN LLP
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`/s/ Gloria Kui Melwani
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`By:
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`Case 1:22-cv-03551 Document 1 Filed 05/03/22 Page 16 of 16
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`Gloria Kui Melwani
`1180 Avenue of the 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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