VWR Corporation, nine directors, Avantor, Inc., a subsidiary, and an Avantor affiliate are facing a securities lawsuit that claims they misled investors in a proxy statement regarding a proposed merger between VWR and Avantor. The plaintiff argues that VWR’s directors “have all but ensured that another entity will not emerge with a competing proposal” by including in the merger agreement provisions that restrict them from negotiating with alternate buyers and discourage them from abandoning the deal with Avantor. The suit further argues that the deal undervalues VWR and that stockholders will lose money if they support the merger. It claims that the proxy statement omits information concerning the analyses performed by VWR’s financial advisor and figures used in the company’s financial projections – information necessary for stockholders to determine the fairness of the deal.
Additionally, the complaint alleges that the proxy statement is missing disclosures regarding the “significant benefits” VWR directors will receive in the transaction, noting that the company’s executive officers will receive bonuses “as high as $5 million” and leadership positions in the new company.
The plaintiff argues that these non-disclosures cause the proxy statement to be misleading to investors and seeks a new statement containing all the required information needed for stockholders to determine whether they will vote in favor of the merger.