FGL Holdings (NYSE: FG)
According to the Complaint, FGL Holdings, through its subsidiaries, is a leading provider of annuity and life insurance products.
This action stems from a proposed transaction announced on February 7, 2020, pursuant to which FGL Holdings will be acquired by Fidelity National Financial, Inc.
On February 7, 2020, FGL’s Board of Directors caused the Company to enter into an agreement and plan of merger with Fidelity National. Pursuant to the terms of the Merger Agreement, FGL’s stockholders will receive either $12.50 in cash or 0.2558 shares of Parent common stock for each share of FGL common stock they own.
On April 1, 2020, Defendants filed a Form S-4 Registration Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading. Specifically, the Complaint alleges that the Registration Statement fails to disclose: (i) all line items used to calculate Adjusted Operating Income Available to Common Shareholders; and (ii) a reconciliation of all non-GAAP to GAAP metrics.