Case 1:22-cv-07157-VSB Document 1 Filed 08/22/22 Page 1 of 15
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
`
`--------------------------------------------------------
`ELAINE WANG,
`
`
`Plaintiff,
`
`
`v.
`
`GLOBAL BLOOD THERAPEUTICS, INC.,
`TED W. LOVE, M.D., SCOTT MORRISON,
`DEVAL L. PATRICK, MARK L. PERRY,
`GLENN PIERCE, M.D., PH.D., PHILIP
`PIZZO, M.D., DAWN SVORONOS, ALEXIS
`A. THOMPSON, M.D., and WENDY
`YARNO,
`
`
`Defendants.
`--------------------------------------------------------
`
`
`
`
`
`
`Civil Action No. 22-cv-7157
`
`COMPLAINT FOR VIOLATIONS OF
`SECTIONS 14(a) AND 20(a) OF THE
`SECURITIES EXCHANGE ACT OF
`1934
`
`JURY TRIAL DEMANDED
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`Elaine Wang (“Plaintiff”), by and through her attorneys, alleges the following upon
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`information and belief, including investigation of counsel and review of publicly-available
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`information, except as to those allegations pertaining to Plaintiff, which are alleged upon personal
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`knowledge:
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`1.
`
`This is an action brought by Plaintiff against Global Blood Therapeutics, Inc.
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`(“Global Blood or the “Company”) and the members Global Blood’s board of directors (the
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`“Board” or the “Individual Defendants” and collectively with the Company, the “Defendants”) for
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`their violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange
`
`Act”), 15 U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. 240.14a-9 and 17 C.F.R. §
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`244.100, in connection with the proposed acquisition of Global Blood by affiliates of Pfizer Inc.
`
`(“Pfizer”).
`
`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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`

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`Case 1:22-cv-07157-VSB Document 1 Filed 08/22/22 Page 2 of 15
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`(the “Proxy Statement”) to be filed on August 19, 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 Ribeye Acquisition Corp. (“Merger Sub”), a wholly-owned subsidiary of Pfizer, will
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`merge with and into Global Blood with Global Blood surviving as a wholly-owned subsidiary of
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`Pfizer (the “Proposed Transaction”). Pursuant to the terms of the definitive agreement and plan of
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`merger the companies entered into on August 7, 2022 (the “Merger Agreement”), each Global
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`Blood stockholder will receive $68.50 in cash (the “Merger Consideration”) for each Global Blood
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`share owned.
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`3.
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`As discussed below, Defendants have asked Global Blood’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, J.P. Morgan
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`Securities LLC (“J.P. Morgan”) and Centerview Partners LLC (“Centerview”) in support of their
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`fairness opinions.
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`4.
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`It is imperative that the material information that has been omitted from the Proxy
`
`Statement is disclosed to the Company’s stockholders prior to the forthcoming stockholder vote
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`so that they can properly exercise their corporate suffrage rights.
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`5.
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`For these reasons and as set forth in detail herein, Plaintiff seeks to enjoin
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`Defendants from taking any steps to consummate the Proposed Transaction unless and until the
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`material information discussed below is disclosed to Global Blood’s stockholders or, in the event
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`Case 1:22-cv-07157-VSB Document 1 Filed 08/22/22 Page 3 of 15
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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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`6.
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`This Court has subject matter jurisdiction pursuant to Section 27 of the Exchange
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`Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1331 (federal question jurisdiction) as Plaintiff alleges
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`violations of Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9.
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`7.
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`Personal jurisdiction exists over each Defendant either because the Defendant
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`conducts business in or maintains operations in this District, or is an individual who is either
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`present in this District for jurisdictional purposes or has sufficient minimum contacts with this
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`District as to render the exercise of jurisdiction over Defendant by this Court permissible under
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`traditional notions of fair play and substantial justice.
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`8.
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`Venue is proper in this District under Section 27 of the Exchange Act, 15 U.S.C. §
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`78aa, as well as under 28 U.S.C. § 1391, because the Company’s proxy solicitor, Innisfree M&A
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`Incorporated, is headquartered in this District, and the closing of the Proposed Transaction will
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`take place in this District.
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`PARTIES
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`9.
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`Plaintiff is, and has been at all relevant times, the owner of Global Blood stocks
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`and has held such stocks since prior to the wrongs complained of herein.
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`10.
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`Individual Defendant Ted W. Love has served as a member of the Board since
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`September 2013 and is the President and Chief Executive Officer.
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`11.
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`Individual Defendant Scott Morrison has served as a member of the Board since
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`January 2016.
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`12.
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`Individual Defendant Deval L. Patrick has served as a member of the Board since
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`May 2020.
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`Case 1:22-cv-07157-VSB Document 1 Filed 08/22/22 Page 4 of 15
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`13.
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`Individual Defendant Mark L. Perry has served as a member of the Board since
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`April 2015.
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`14.
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`Individual Defendant Glenn Pierce, M.D., Ph.D. has served as a member of the
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`Board since February 2016.
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`15.
`
`Individual Defendant Philip Pizzo, M.D. has served as a member of the Board since
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`September 2015.
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`16.
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`Individual Defendant Dawn Svoronos has served as a member of the Board since
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`December 2018.
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`17.
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`Individual Defendant Alexis A. Thompson, M.D., M.P.H. has served as a member
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`of the Board since March 2021.
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`18.
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`Individual Defendant Wendy Yarno has served as a member of the Board since
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`December 2017.
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`19.
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`Defendant Global Blood is a Delaware corporation and maintains its principal
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`offices at 181 Oyster Point Boulevard, South San Francisco, CA 94080. The Company’s stock
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`trades on the NASDAQ Global Select under the symbol “GBT.”
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`20.
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`The defendants identified in paragraphs 10-18 are collectively referred to as the
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`“Individual Defendants” or the “Board.”
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`21.
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`The defendants identified in paragraphs 10-19 are collectively referred to as the
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`“Defendants.”
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`A.
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`22.
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`SUBSTANTIVE ALLEGATIONS
`
`The Proposed Transaction
`
`Global Blood, a biopharmaceutical company, engages
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`in
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`the discovery,
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`development, and delivery of treatments for underserved patient communities with sickle cell
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`disease (SCD). The Company offers Oxbryta tablets, an oral, once-daily therapy for SCD. It also
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`Case 1:22-cv-07157-VSB Document 1 Filed 08/22/22 Page 5 of 15
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`evaluates the safety and pharmacokinetics of single and multiple doses of Oxbryta in a Phase II a
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`clinical trial of adolescent and pediatric patients with SCD. In addition, the Company is developing
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`its lead product candidate inclacumab, novel human monoclonal antibody, which is in Phase III a
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`clinical trial to reduce the incidence of painful vaso-occlusive crises, and resulting hospital
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`admissions; and GBT601, a hemoglobin polymerization inhibitor that is in Phase I development.
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`It has a license and collaboration agreement with Syros Pharmaceuticals, Inc. to discover, develop,
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`and commercialize therapies for SCD and beta thalassemia; and Sanofi S.A. to two early-stage
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`research programs in SCD. Global Blood was incorporated in 2011 and is headquartered in South
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`San Francisco, California.
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`23.
`
`On August 8, 2022, the Company and Pfizer jointly announced the Proposed
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`Transaction:
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`NEW YORK & SOUTH SAN FRANCISCO, Calif.--(BUSINESS
`WIRE)-- Pfizer Inc. (NYSE: PFE) and Global Blood Therapeutics,
`Inc. (GBT) (NASDAQ: GBT) today announced the companies have
`entered into a definitive agreement under which Pfizer will acquire
`GBT, a biopharmaceutical company dedicated to the discovery,
`development and delivery of life-changing treatments that provide
`hope to underserved patient communities, starting with sickle cell
`disease (SCD). The acquisition complements and further enhances
`Pfizer’s more than 30-year heritage in rare hematology and
`reinforces the company’s commitment to SCD by bringing expertise
`and a leading portfolio and pipeline with the potential to address the
`full spectrum of critical needs in this underserved community. Pfizer
`intends to continue to build on the companies’ shared commitment
`to and engagement with the SCD community.
`
`Under the terms of the transaction, Pfizer will acquire all the
`outstanding shares of GBT for $68.50 per share in cash, for a total
`enterprise value of approximately $5.4 billion, including debt and
`net of cash acquired. The Boards of Directors of both companies
`have unanimously approved the transaction.
`
`SCD is a lifelong, devastating inherited blood disorder impacting
`millions of people worldwide, predominantly in populations of
`African, Middle Eastern and South Asian descent. GBT developed
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`Case 1:22-cv-07157-VSB Document 1 Filed 08/22/22 Page 6 of 15
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`Oxbryta® (voxelotor) tablets, a first-in-class medicine that directly
`targets the root cause of SCD. Oxbryta was approved in the United
`States in November 2019 and is also approved in the European
`Union, United Arab Emirates, Oman and Great Britain. Net sales for
`Oxbryta were approximately $195 million in 2021. Leveraging its
`global platform, Pfizer plans to accelerate distribution of GBT’s
`innovative treatment to parts of the world most impacted by SCD.
`
`In addition, GBT is developing GBT021601 (GBT601), an oral,
`once-daily,
`next-generation
`sickle
`hemoglobin
`(HbS)
`polymerization inhibitor in the Phase 2 portion of a Phase 2/3
`clinical study. GBT601 has the potential to be a best-in-class agent
`targeting improvement in both hemolysis and frequency of vaso-
`occlusive crisis (VOC). GBT’s promising pipeline also includes
`inclacumab, a fully human monoclonal antibody targeting P-selectin
`which is being evaluated in two Phase 3 clinical trials as a potential
`quarterly treatment to reduce the frequency of VOCs and to reduce
`hospital readmission rates due to VOCs. Both GBT601 and
`inclacumab have received Orphan Drug and Rare Pediatric Disease
`designations from the U.S. Food and Drug Administration (FDA).
`If approved, GBT’s pipeline and Oxbryta have the potential for an
`SCD franchise that could achieve combined worldwide peak sales
`of more than $3 billion.
`
`“Sickle cell disease is the most common inherited blood disorder,
`and it disproportionately affects people of African descent. We are
`excited to welcome GBT colleagues into Pfizer and to work together
`to transform the lives of patients, as we have long sought to address
`the needs of this underserved community,” said Albert Bourla,
`Chairman and Chief Executive Officer, Pfizer. “The deep market
`knowledge and scientific and clinical capabilities we have built over
`three decades in rare hematology will enable us to accelerate
`innovation for the sickle cell disease community and bring these
`treatments to patients as quickly as possible.”
`
`“Today is an exciting milestone that accelerates GBT’s mission to
`discover, develop and deliver life-changing treatments that provide
`hope to underserved patient communities,” said Ted W. Love, M.D.,
`President and Chief Executive Officer, GBT. “Pfizer will broaden
`and amplify our impact for patients and further propel much-needed
`innovation and resources for the care of people with sickle cell
`disease and other rare diseases, including populations in limited-
`resource countries. We look forward to working together with Pfizer
`to serve our communities and advance our shared goal of improving
`health equity and expanding access to life-changing treatments to
`create a healthier future for all.”
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`Case 1:22-cv-07157-VSB Document 1 Filed 08/22/22 Page 7 of 15
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`Pfizer expects to finance the transaction with existing cash on hand.
`The proposed transaction is subject to customary closing conditions,
`including receipt of regulatory approvals and approval by GBT’s
`stockholders.
`
`Due to the proposed transaction, GBT will not hold its previously
`scheduled conference call to discuss its second quarter 2022
`financial results. The company will file its quarterly report on Form
`10-Q for the quarter ending June 30, 2022 with the U.S. Securities
`and Exchange Commission announcing those results on August 8,
`2022.
`
`Pfizer’s financial advisors for the transaction are Morgan Stanley &
`Co. LLC and Goldman Sachs & Co. LLC, with Wachtell, Lipton,
`Rosen & Katz acting as its legal advisor. GBT’s financial advisors
`for the transaction are J.P. Morgan Securities LLC and Centerview
`Partners LLC, with Cravath, Swaine & Moore LLP and Goodwin
`Procter LLP acting as legal advisors.
`
`* * *
`
`The Board has unanimously agreed to the Proposed Transaction. It is therefore
`
`
`24.
`
`imperative that Global Blood’s stockholders are provided with the material information that has
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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.
`
`B.
`
`25.
`
`The Materially Incomplete and Misleading Proxy Statement
`
`On August 19, 2022, Global Blood 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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`Case 1:22-cv-07157-VSB Document 1 Filed 08/22/22 Page 8 of 15
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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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`26.
`
`The Proxy Statement fails to provide material information concerning financial
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`projections by Global Blood management and relied upon by the financial advisors in their
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`analyses. The Proxy Statement discloses management-prepared financial projections for the
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`Company which are materially misleading. The Proxy Statement indicates that in connection with
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`the rendering of its fairness opinion, that the Company prepared certain non-public financial
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`forecasts (the “Company Projections”) and provided them to the Board and the financial advisors
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`with forming a view about the stand-alone valuation of the Company. Accordingly, the Proxy
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`Statement should have, but fails to provide, certain information in the projections that Global
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`Blood management provided to the Board and the financial advisors. Courts have uniformly stated
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`that “projections … are probably among the most highly-prized disclosures by investors. Investors
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`can come up with their own estimates of discount rates or [] market multiples. What they cannot
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`hope to do is replicate management’s inside view of the company’s prospects.” In re Netsmart
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`Techs., Inc. S’holders Litig., 924 A.2d 171, 201-203 (Del. Ch. 2007).
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`27.
`
`For the Company Projections, the Proxy Statement provides values for non-GAAP
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`(Generally Accepted Accounting Principles) financial metrics: EBIT, Unlevered Free Cash Flow
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`– Incl. NOLs and Equity Raise, and Unlevered Free Cash Flow – Excl. NOLs and Equity Raise,
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`but fails to provide line items used to calculate the metrics and/or a reconciliation of the non-
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`GAAP metrics to their most comparable GAAP measures, in direct violation of Regulation G and
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`consequently Section 14(a).
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`Case 1:22-cv-07157-VSB Document 1 Filed 08/22/22 Page 9 of 15
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`28. 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.
`
`29.
`
`The SEC has noted that:
`
`companies should be aware that this measure does not have a
`uniform definition and its title does not describe how it is calculated.
`Accordingly, a clear description of how this measure is calculated,
`as well as the necessary reconciliation, should accompany the
`measure where
`it
`is used. Companies should also avoid
`inappropriate or potentially misleading
`inferences about
`its
`usefulness. For example, "free cash flow" should not be used in a
`manner that inappropriately implies that the measure represents the
`residual cash flow available for discretionary expenditures, since
`many companies have mandatory debt service requirements or other
`non-discretionary expenditures that are not deducted from the
`measure.1
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`Thus, to cure the Proxy Statement and the materially misleading nature of the
`
`
`30.
`
`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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`31.
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`The Projections also disclose Risk-Adjusted Revenue “to take into account certain
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`downward adjustments relating to, among other things, development and business momentum,
`
`
`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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`trends and forecasts, including developments relating to coverage, reinbursement and payor rules
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`and policies applicable to, and pricing of, Oxbryta.” Proxy Statement at 54. However, the Proxy
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`Statement fails to disclose what how those adjustments were quantified, and what the non-risk-
`
`adjusted revenues are.
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`Omissions and/or Material Misrepresentations Concerning Financial Analyses
`
`32. With respect to J.P. Morgan’s Public Trading Multiples analysis, the Proxy
`
`Statement fails to disclose the financial metrics and multiples for each company selected for the
`
`analysis.
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`33. With respect to J.P. Morgan’s Selected Transaction Analysis, the Proxy Statement
`
`fails to disclose the financial metrics and multiples for each transaction selected for the analysis.
`
`34. With respect to J.P. Morgan’s Discounted Cash Flow Analysis, the Proxy Statement
`
`fails to disclose: (i) the range of terminal values for Global Blood; (iii) the inputs and assumptions
`
`underlying the use of perpetuity growth rates of (50.0%) to (30.0%) for Oxbryta, GBT601 and
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`inclacumab, 5.0% for research assets and 2.0% for corporate overhead and other unallocated
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`expenses; (iv) the inputs and assumptions underlying the use of the range of discount rates of
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`10.5% to 13.5%; (v) the Company’s weighted average cost of capital; and (vi) the number of fully
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`diluted shares of Company common stock outstanding.
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`35. With respect to Centerview’s Selected Public Company Analysis, the Proxy
`
`Statement fails to disclose the financial metrics and multiples for each company selected for the
`
`analysis.
`
`36. With respect to Centerview’s Selected Precedent Transaction Analysis, the Proxy
`
`Statement fails to disclose the financial metrics and multiples for each transaction selected for the
`
`analysis.
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`37. With respect to Centerview’s Discounted Cash Flow Analysis, the Proxy Statement
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`fails to disclose: (i) the implied terminal value for Global Blood; (iii) the perpetuity growth rates
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`used and the inputs and assumptions underlying the rates; (iv) the inputs and assumptions
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`underlying the use of the range of discount rates of 10.5% to 12.5%; (v) the Company’s weighted
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`average cost of capital; and (vi) the number of fully diluted shares of Company common stock
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`outstanding.
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`38. With respect to Centerview’s Analyst Price Targets Analysis, the Proxy Statement
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`fails to disclose the price targets for Company stock and the Wall Street research analysts observed.
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`39. With respect to Centerview’s Precedent Premiums Paid Analysis, the Proxy
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`Statement fails to disclose the transactions observed and the premiums paid in those transactions.
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`40.
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`In sum, the omission of the above-referenced information renders statements in the
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`Proxy Statement materially incomplete and misleading in contravention of the Exchange Act.
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`Absent disclosure of the foregoing material information prior to the special stockholder meeting
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`to vote on the Proposed Transaction, Plaintiff will be unable to make a fully-informed decision
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`regarding whether to vote in favor of the Proposed Transaction, and she is thus threatened with
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`irreparable harm, warranting the injunctive relief sought herein.
`
`CLAIMS FOR RELIEF
`
`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
`
`Plaintiff incorporates each and every allegation set forth above as if fully set forth
`
`
`41.
`
`herein.
`
`42.
`
`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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`Case 1:22-cv-07157-VSB Document 1 Filed 08/22/22 Page 12 of 15
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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
`
`order to make the statements therein not false or misleading.” 17 C.F.R. § 240.14a-9.
`
`43.
`
`Defendants have issued the Proxy Statement with the intention of soliciting
`
`stockholder support for the Proposed Transaction. Each of the Defendants reviewed and
`
`authorized the dissemination of the Proxy Statement and the use of their name in the Proxy
`
`Statement, which fails to provide critical information regarding, among other things, the financial
`
`projections that were prepared by the Company and relied upon by the Board in recommending
`
`the Company’s stockholders vote in favor of the Proposed Transaction.
`
`44.
`
`In so doing, Defendants made untrue statements of fact and/or omitted material
`
`facts necessary to make the statements made not misleading. Each of the Individual Defendants,
`
`by virtue of their roles as officers and/or directors, were aware of the omitted information but failed
`
`to disclose such information, in violation of Section 14(a). The Individual Defendants were
`
`therefore negligent, as they had reasonable grounds to believe material facts existed that were
`
`misstated or omitted from the Proxy Statement, but nonetheless failed to obtain and disclose such
`
`information to stockholders although they could have done so without extraordinary effort.
`
`45.
`
`Defendants were, at the very least, negligent in preparing and reviewing the Proxy
`
`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
`
`negligent in choosing to omit material information from the Proxy Statement or failing to notice
`
`the material omissions in the Proxy Statement upon reviewing it, which they were required to do
`
`carefully. Indeed, Defendants were intricately involved in the process leading up to the signing of
`
`the Merger Agreement and the preparation and review of strategic alternatives.
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`46.
`
`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
`
`remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff be fully
`
`protected from the immediate and irreparable injury that Defendants’ actions threaten to inflict.
`
`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
`
`47.
`
`herein.
`
`48.
`
`The Individual Defendants acted as controlling persons of Global Blood within the
`
`meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions as
`
`directors of Global Blood, and participation in and/or awareness of the Company’s operations
`
`and/or intimate knowledge of the incomplete and misleading statements contained in the Proxy
`
`Statement filed with the SEC, they had the power to influence and control and did influence and
`
`control, directly or indirectly, the decision making of Global Blood, including the content and
`
`dissemination of the various statements that Plaintiff contends are materially incomplete and
`
`misleading.
`
`49.
`
`Each of the Individual Defendants was provided with or had unlimited access to
`
`copies of the Proxy Statement and other statements alleged by Plaintiff to be misleading prior to
`
`and/or shortly after these statements were issued and had the ability to prevent the issuance of the
`
`statements or cause the statements to be corrected.
`
`50.
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`In particular, each of the Individual Defendants had direct and supervisory
`
`involvement in the day-to-day operations of Global Blood, and, therefore, is presumed to have had
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`Case 1:22-cv-07157-VSB Document 1 Filed 08/22/22 Page 14 of 15
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`the power to control or influence the particular transactions giving rise to the Exchange Act
`
`violations alleged herein, and exercised the same. The omitted information identified above was
`
`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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`51.
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`In addition, as the Proxy Statement sets forth at length, and as described herein, the
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`Individual Defendants were involved in negotiating, reviewing, and approving the Merger
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`Agreement. The Proxy Statement purports to describe the various issues and information that the
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`Individual Defendants reviewed and considered. The Individual Defendants participated in
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`drafting and/or gave their input on the content of those descriptions.
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`52.
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`By virtue of the foregoing, the Individual Defendants have violated Section 20(a)
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`of the Exchange Act.
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`53.
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`As set forth above, the Individual Defendants had the ability to exercise control
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`over and did control a person or persons who have each violated Section 14(a) and Rule 14a-9, by
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`their acts and omissions as alleged herein. By virtue of their positions as controlling persons, these
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`defendants are liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate
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`result of Individual Defendants’ conduct, Plaintiff will be irreparably harmed.
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`54.
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`Plaintiff has no adequate remedy at law. Only through the exercise of this Court’s
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`equitable powers can Plaintiff be fully protected from the immediate and irreparable injury that
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`Defendants’ actions threaten to inflict.
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`RELIEF REQUESTED
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`WHEREFORE, Plaintiff demands injunctive relief in her favor and against the Defendants
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`jointly and severally, as follows:
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`Case 1:22-cv-07157-VSB Document 1 Filed 08/22/22 Page 15 of 15
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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: August 22, 2022
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`By:
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`MELWANI & CHAN LLP
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`/s/ Gloria Kui Melwani
`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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`15
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