Landauer, Others Accused of Omitting Info in Merger Registration Statement

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Landauer, Inc. and its board of directors are facing a proposed class action lawsuit along with defendants Fortive Corporation and Fern Merger Sub Inc. over claims that they filed a misleading registration statement in connection with a potential merger between Landauer and Fortive. The plaintiff, a Landauer stockholder, claims the statement is missing details of the valuation analyses performed by the company’s financial advisor, Lazard Frères & Co. LLC, and is notably silent about Lazard’s history with the defendants. The suit argues that the statement must disclose potential conflicts of interest, including whether Lazard has performed services for the defendants within the past three years and the compensation it may have received. As a result of the alleged non-disclosures, the plaintiff attests, stockholders have been denied all the information they need to determine whether they should vote in favor of the merger.