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.

According to the Complaint, MEI Pharma was founded in 2000 and is based in San Diego, California. The Company was formerly known as Marshall Edwards, Inc. and changed its name to MEI Pharma, Inc. in July 2012. MEI Pharma is a late-stage pharmaceutical company that focuses on the development of various therapies for the treatment of cancer. MEI Pharma’s clinical drug candidates include, among others, Pracinostat, an oral histone deacetylase inhibitor.

According to the Complaint, Airbus SE is a multinational aerospace corporation, operating through its Commercial Aircraft, Defense and Space, and Helicopters divisions.

According to the Complaint, GlobalSCAPE, Inc. secures and automates the movement and integration of data in, around, and outside organizations in and out of the cloud. Founded in 1996, the Company’s data exchange and integration software and cloud services are used by thousands of customers worldwide, including global enterprises, governments, and small and medium enterprises.

According to the Complaint, Rexahn Pharmaceuticals, Inc. is a biotechnology company that focuses on the development of innovative therapies to improve patient outcomes in cancers that are difficult to treat.

According to the Complaint, Forescout Technologies, Inc. delivers device visibility and control to enable enterprises and government agencies to gain complete situational awareness of their environment and orchestrate action.

According to the Complaint, Velocity Financial, Inc. is a real estate finance company that primarily originates and manages loans secured by one-to-four unit residential retail and small commercial properties.

According to the Complaint, Benefytt Technologies, Inc. is a health insurance technology company that primarily engages in the development and operation of private e-commerce health insurance marketplaces, consumer engagement platforms, agency technology systems, and insurance policy administration platforms.

According to the Complaint, Amyris, Inc. is a science and technology leader in the research, development, and production of sustainable ingredients for the Health and Wellness, Clean Beauty, and Flavors and Fragrances markets.

According to the Complaint, FirstEnergy Corp. is an electric utility company headquartered in Akron, Ohio.

According to the Complaint, ProShares Ultra Bloomberg Crude Oil (“UCO”) is an exchange traded fund purportedly designed to reflect the performance of crude oil as measured by the price of West Texas Intermediate (“WTI”) sweet, light crude oil futures contracts traded on the New York Mercantile Exchange. ETFs like UCO provide one of the primary means investors can gain exposure to fluctuations in oil prices.

According to the Complaint, Intel Corporation is a technology company that provides computing, networking, data storage, and communication solutions worldwide. It operates through Data Center Group, Internet of Things Group, Non-Volatile Memory Solutions Group, Programmable Solutions Group, Client Computing Group, and All Other segments.

According to the Complaint, Wins Finance Holdings Inc., through its subsidiaries, purports to provide financing solutions for small and medium enterprises in the People’s Republic of China. The Company purports to offer financial guarantees, as well as financial leasing, advisory, consultancy, and agency services in Jinzhong City, Shanxi Province, and Beijing. In 2014, Wins entered into a RMB 580 million credit arrangement with Guohong. By the terms of the Guohong Loan, repayment to Wins was due in October 2019. In September 2017, Wins engaged CZD as its independent registered public accounting firm after dismissing its previous accounting firm.

According to the Complaint, Guidewire Software, Inc. provides enterprise-level software products and services for the global P&C insurance market. The Company’s software systems are designed to help insurance carriers improve their operational efficiency, speed to market, and customer experience by providing a central source for all customer, transactional, and financial data.

According to the Complaint, Energy Recovery, Inc. develops and manufactures energy recovery devices for oil and gas, chemical and water industries. Its leading technology is the VorTeq hydraulic pump system. In 2015, Energy Recovery entered into a 15-year licensing agreement with Schlumberger Technology Corp. (“Schlumberger”) for the exclusive use of VorTeq. Under the terms of the licensing agreement, Schlumberger paid $75 million exclusivity fee and was to pay an additional $50 million milestone payments in 2016.

According to the Complaint, Insperity, Inc. provides its customers with an array of HR and business outsourcing solutions designed to help improve business performance.

According to the Complaint, Tufin Software Technologies Ltd. develops, markets, and sells software-based solutions primarily in the United States, Europe, and Asia.

According to the Complaint, Sky Solar Holdings, Ltd. is a China-based company incorporated in the Cayman Islands that owns various subsidiaries that operate in the renewable energy business.

According to the Complaint, McDermott International, Inc. (“McDermott” or the Company) purports to provide engineering, procurement, construction, and installation and technology solutions to the energy industry. McDermott purportedly designs and builds infrastructure and technology solutions to transport and transform oil and gas into a variety of products.

According to the Complaint, Tetraphase Pharmaceuticals, Inc. is a biopharmaceutical company that uses its proprietary chemistry technology to create novel tetracyclines for serious and life-threatening conditions, including infections caused by many of the multidrug-resistant bacteria highlighted as urgent public health threats by the World Health Organization and the Centers for Disease Control and Prevention. The Company has created more than 3,000 novel tetracycline compounds using its proprietary technology platform.