The complaint arises out of a May 4, 2011 press release announcing that Varian Semiconductors had entered into a definitive merger agreement with Applied Materials, pursuant to which Varian Semiconductors shareholders would receive $63 for each share of Varian Semiconductors they own (the "Proposed Acquisition").
The complaint alleges that certain of the defendants, in connection with Proposed Acquisition, breached or aided and abetted the other defendants' breaches of their fiduciary duties of loyalty and due care, as well as federal securities laws. The complaint further alleges that, in an attempt to secure shareholder approval of the Proposed Acquisition, the defendants filed a materially misleading Form S-4 Registration Statement with the U.S. Securities and Exchange Commission in violation of sections 14(a) and 20(a) of the Securities Exchange Act of 1934. The omitted and/or misrepresented information is believed to be material in assisting Varian Semiconductors shareholders in making an informed decision whether or not to vote in favor of the Proposed Acquisition.
