Faruqi & Faruqi, LLP’s national practice focuses on complex civil litigation. The firm practices in the areas of Securities, Merger & Transactional, Shareholder Derivative, Antitrust, Consumer Class Action, and Wage & Hour litigation.
On December 2, 2015, the Company announced it had entered into an Agreement and Plan of Merger (“Merger Agreement”) under which E-Town Dragon will acquire all of the outstanding shares of Mattson through Dragon Acquisition Sub, Inc., a newly formed subsidiary of the acquirer (the “Proposed Transaction”). The shareholder vote on the Proposed Transaction is expected to occur on March 23, 2016.
The complaint charges Mattson and the Board with violations of Sections 14(a) and 20(a) the Exchange Act.
Pursuant to the terms of the Merger Agreement, which was unanimously approved by the Board, Mattson shareholders will receive $3.80 in cash per share for each share of Mattson they own. The offer is 36% less than the $6.00 per share price target analysts at Needham & Co. issued as recently as February 2015 and 24% less than the $5.00 per share price target analysts at B Riley & Co. issued as recently as late-October 2015. The offer is also significantly below Mattson’s 52-week high stock price of $5.10 per share.
The complaint alleges that the proxy statement (the “Proxy”) filed with the Securities and Exchange Commission (“SEC”) on February 17, 2016 provides materially incomplete and misleading information about the Company and the Proposed Transaction, in violation of Sections 14(a) and 20(a) of the Exchange Act. The Proxy fails to provide Mattson’s shareholders with material information concerning the financial and procedural fairness of the Proposed Transaction.
Furthermore, according to the complaint, the Merger Agreement includes a non-solicitation provision, a matching rights provisions, and a $8.58 million termination fee which essentially ensure that a superior bidder will not emerge, as any potential suitor will undoubtedly be deterred from expending the time, cost, and effort of making a superior proposal while knowing that E-Town Dragon can easily foreclose a competing bid.
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.