The Complaint alleges that the Proxy Statement omitted material information with respect to the Proposed Transaction, which rendered the Proxy Statement false and misleading. The Complaint further alleges that as a direct result of Defendants’ negligent preparation, review, and dissemination of the false and/or misleading Proxy, Plaintiffs and the Class were precluded from exercising their right to vote on the Merger on a fully informed basis and were induced to vote their shares and accept inadequate consideration in connection with the Merger.