Five purported stockholders of Callaway Golf each have filed complaints lawsuits against the company and its directors related to Callaway’s proposed merger agreement with Topgolf. Three of the complaints were filed in Southern District of New York; one in the District of New Jersey; and one in the Southern District of California. One of the complaints in the Southern District of New York also names Topgolf.
The complaints allege that Callaway’s Proxy Statement/Prospectus/Consent Solicitation omits material information or contains misleading disclosures and that, as a result, it violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 that deals with shareholder approval. One complaint also alleges that each member of the Callaway Board breached its fiduciary duties of candor and disclosure. The complaints seek, among other things, injunctive relief preventing the consummation of the transactions contemplated by the Merger Agreement.
In a filing today with the SEC, Callaway said believes that the claims asserted in the complaints are “without merit and no supplemental disclosure’’ is required under applicable laws.
Callaway shaeholders on March 3 are scheduled to vote on the merger with Topgolf. Click the link for full details.