On March 25, 2021, Houston Wire and OmniCable issued a joint press release announcing that they had entered into an Agreement and Plan of Merger dated March 24, 2021 (the “Merger Agreement”) to sell Houston Wire to OmniCable. Under the terms of the Merger Agreement, each Houston Wire stockholder will receive $ 5.30 cash for each share of Houston Wire common stock they own (the “Merger Consideration”) The Proposed Transaction is valued at approximately $91 million.
On April 21, 2021, OmniCable filed a Schedule 14A Preliminary Proxy Statement with the SEC. The Complaint alleges that the Proxy Statement, which recommends that Houston Wire stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information critical to stockholders being asked to make that decision. Specifically, the Complaint alleges the Proxy Statement fails to provide Company stockholders with material information or provides them with materially misleading information concerning: (i) certain financial projections; (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by the Company’s financial advisor; and (iii) the Background of the Proposed Transaction, including the reasons why the Board did not obtain a fairness opinion from its second financial advisor.