Stephen Bushansky, on behalf of himself and all others similarly situated filed a complaint against Staples, Inc with the United District Court, District of Massachusetts challenging the Sycamore deal.
Staples announced on 28 June 2017 it had entered into an agreement and plan of merger to sell Staples to Sycamore for $10.25 (€8.75) in cash per share of Staples common stock. The proposed transaction is valued at approximately $6.9 billion (€6 billion).
The complaint states that Staples filed a “Definitive Proxy Statement” with the Securities and Exchange Commission. This Proxy recommends that Staples stockholders vote in favour of the proposed transaction, and therefore omits or misrepresents material information concerning, among other things, material financial information and possible conflicts of interest by Staples insiders.
The complaint advises that “failure to adequately disclose such material information constitutes a violation of the above- referenced sections of the Exchange Act, as Staples stockholders need such information to cast a fully-informed vote or make an appraisal decision in connection with the Proposed Transaction.”
It alleges that “unless remedied, Staples’ public stockholders will be forced to make a voting or appraisal decision on the Proposed Transaction without full disclosure of all material information concerning the Proposed Transaction being provided to them.”
The stockholders are seeking not have the vote “unless and until such Exchange Act violations are cured.”