According to the Complaint, this action arises out of a stock and cash transaction by which South Korea-based Samsung Electronics Co. Ltd., through its subsidiaries Samsung Electronics America, Inc. and Silk Delaware, Inc. ("Merger Sub," collectively with Samsung Electronics Co. Ltd. and Samsung Electronics America, Inc., "Samsung") will acquire each issued and outstanding share of Harman for $112.00 per share in cash (the "Proposed Transaction" or "Merger"). Both companies' boards of directors have approved the deal.

The Complaint alleges there is strong evidence to indicate that the Proposed Transaction was, in large part, subject to a flawed and tainted process in which the Board negotiated only with Samsung and deliberately chose not to conduct any sort of market check before entering into the merger agreement or attempt to contact a single other potentially interested party during these negotiations. Additionally, the Board quickly relinquished any negotiating leverage it had with Samsung by agreeing to enter into a restrictive exclusivity period.