MaxPoint, Others Accused of Misleading Stockholders

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MaxPoint Interactive, Inc. and its board of directors are facing a securities lawsuit after allegedly filing a misleading solicitation statement in connection with a proposed merger. Also named as defendants are acquiring company Valassis Communications, Inc. and two affiliates, Harland Clarke Holdings Corp. and Mercury Merger Sub, Inc.

According to the suit, the statement omitted material information concerning the following:

-MaxPoint’s financial projections;

-The valuation analyses performed by its financial advisor;

-Potential conflicts of interest among the board of directors; and

-Whether confidentiality agreements contained provisions that prevented other potential buyers from submitting superior offers for the company.

The case argues that financial projections/analyses must be disclosed to stockholders so they can determine for themselves whether the deal is fair.

Furthermore, the plaintiff claims he and other stockholders must have access to information concerning the timing of communications regarding executives’ future employment and who was involved in the discussions.

The aforementioned information would affect the stockholders’ decision about whether to vote in favor of the merger, the suit argues, and therefore must be disclosed.