(CN) - Care Capital Properties shareholders are demanding access to information they claim was left out of statements filed with the Securities Exchange Commission in connection to a $7.4 billion acquisition by Sabra Health Care REIT Inc.
The class action, filed in Delaware District Court, names Chicago-based CPP and several company directors as defendants. CPP investors claim the directors caused the company to file an "incomplete and misleading" Form S-4 registration statement on June 12, 2017 with the SEC. Sabra, also in the healthcare real estate business, is not named as a defendant.
On May 7, 2017, CPP and Sabra announced the merger where each share of outstanding CPP common stock will be exchanged for 1.123 common shares of Sabra stock at $29.96 per share. Investors, however, claim that the sale price represents a 5.07% discount based on CPP's 52-week high of $31.56 per share.
The lawsuit alleges that CPP directors recommend investors vote in favour of the merger while knowingly omitting "certain material projections for CPP," and a fair summary of the financial analyses performed by the company's financial advisors.
Investors claim they require this information in order to make a fully informed decision about the deal
The class is represented by Michael Van Gorder of Faruqi & Faruqi, LLP in Wilmington, Del. and, of counsel, Juan E. Monteverde in New York.