According to the Complaint, Plaintiffs allege that in violation of the Exchange Act and in further violation of their fiduciary duties, Defendants caused to be filed with the SEC the materially deficient Preliminary Proxy on July 31, 2020 in an effort to solicit stockholders to vote their Churchill shares in favor of the Proposed Transaction. The Preliminary Proxy is materially deficient and deprives Churchill stockholders of the information they need to make an intelligent, informed and rational decision of whether to vote their shares in favor of the Proposed Transaction.

It is alleged that the Preliminary Proxy omits and/or misrepresents material information concerning, among other things: (a) the sales process leading up to the Proposed Transaction; (b) the financial projections for Multiplan, which should have been provided to the Company’s financial advisor for use in its respective financial valuations; and (c) financial valuation analyses, if any, that were provided by the Company’s financial advisor.