Suit Seeks to Block Shareholder Vote on Maury’s WTT Buy, Citing 'Incomplete' Proxy Statement
Plaintiff Eric Sabatini, a shareholder in Wireless Telecom Group (WTT), a supplier of RF and microwave components to the telecommunications industry, seeks an order from the U.S. District Court for Southern New York in Manhattan enjoining the planned Aug. 2…
Sign up for a free preview to unlock the rest of this article
Export Compliance Daily combines U.S. export control news, foreign border import regulation and policy developments into a single daily information service that reliably informs its trade professional readers about important current issues affecting their operations.
shareholder vote to ratify WTT’s sale to Maury Microwave, said Sabatini’s complaint Wednesday (docket 1:23-cv-05974). Maury agreed to buy all of WTT’s outstanding shares for $2.13 a share, WTT announced May 25. But the proxy statement WTT sent shareholders June 28 recommending approval of the transaction “contains materially incomplete and misleading information” about the company’s financial health, alleged the complaint. The failure to adequately disclose such material information constitutes a violation of sections 14(a) and 20(a) of the Exchange Act, as WTT stockholders “need such information in order to make a fully informed decision” about the proposed transaction, it said. It’s “imperative” that such violations are “promptly cured” before shareholders are asked to vote on the deal, it said. The proxy also failed to disclose material information about the background of the proposed transaction, it said. The proxy didn’t say, for example, whether the nondisclosure agreements WTT signed with 21 bidders as part of the sale process “contain a ‘don’t-ask, don’t-waive’ standstill provision” that’s currently precluding any of those parties from submitting a “topping bid” for the company, it said.