On Monday, Robert Scott filed a complaint to the Southern District of New York against EVO Payments, Inc. and its board of directors alleging violations of the Securities Exchange Act and the U.S. Securities and Exchange Commission (SEC) rules.
According to the complaint, EVO is a leading payment technology and services provider that offers an array of secure payment solutions to merchants ranging from small and midsize enterprises to multinational companies and organizations across the globe. Further, EVO common stock trades on the Nasdaq Global Market under the ticker symbol EVOP.
The complaint states that on August 1, 2022, EVO and its board of directors announced that it had entered into a definitive merger agreement in which Global Payments Inc. would acquire EVO through its wholly-owned subsidiary Falcon Merger Sub Inc. The complaint purports that through the proposed deal, Global Payments would acquire all of the outstanding shares of EVO common stock for $34.00 per share valuing the deal at approximately $4 billion.
On September 22, EVO filed a definitive proxy statement with the SEC recommending that EVO shareholders vote in favor of the transaction. The plaintiff, Robert Scott, has been an owner of EVO common stock at all times relevant to the present lawsuit. Further, Scott alleges that the proxy statement filed by the board of directors was materially incomplete and misleading in violation of Securities Exchange Act.
Specifically, the complaint purports that the proxy statement fails to disclose or provide misleading information as to the financial projections prepared by EVO management, the financial analyses conducted by Citi Global Markets Inc, EVO’s financial advisor and potential conflicts of interest with Citi Global Markets and with EVO’s board of directors. Scott argues that this information is imperative for the stockholders to be able to make an informed decision when voting on the transaction.
Accordingly, the plaintiff filed the present complaint alleging violations of Section 14(a) and 20(a) of the Securities Exchange Act and seeking declaratory relief and to enjoin EVO from completing the transaction unless and until the material information is disclosed. In addition to the injunctive relief, Scott seeks damages in the event the transaction is consummated along with attorney’s fees and costs.
The plaintiff is represented by Rowley Law PLLC.
