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DST Systems facing class action complaint over SS&C Technologies deal

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DST Systems facing class action complaint over SS&C Technologies deal

DST Systems Inc. and its board members are facing a class action complaint for allegedly violating the Securities Exchange Act in connection with its proposed merger with SS&C Technologies Holdings Inc.

The complaint alleges that in order to convince DST's shareholders to vote in favor of the merger, the board authorized the filing of a materially incomplete and misleading preliminary proxy statement with the SEC, violating certain sections of the Securities Exchange Act in the process.

The complaint further claims that DST failed to disclose certain material information that is required for shareholders to properly assess the fairness of the merger. It added that the proxy statement included materially incomplete and misleading information concerning the financial forecasts for DST that were prepared by the company and relied upon by its board in recommending that shareholders approve the deal. Those financial forecasts were also utilized by DST's financial adviser, Merrill Lynch Pierce Fenner & Smith Inc., in conducting the valuation analyses in support of its fairness opinion.

The complaint seeks to enjoin the company from proceeding with the shareholder vote on the proposed merger or consummating the deal until the company discloses the allegedly missing material information. The complaint, filed in the United States District Court for the District of Delaware on behalf of DST shareholders, also demands a jury trial.

DST shareholders will vote on the proposed merger in a special meeting scheduled for March 28.

DST did not immediately respond to a request for comment outside of business hours.