The following information was filed with the Securities and Exchange Commission on October 3, 2019 by
Navigant Consulting, Inc. on Form 8-K (Item 8.01 Other Events):
Litigation Related to the Merger.
As previously disclosed, on August 2, 2019, Navigant Consulting, Inc., a Delaware corporation (the “Company”),
entered into an Agreement and Plan of Merger, by and among Guidehouse LLP, a Delaware limited liability partnership (“Parent”), Isaac Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), and the
Company (as amended from time to time, the “Merger Agreement”). The Merger Agreement provides for, among other things, Sub to merge with and into the Company, causing the Company to become a wholly owned subsidiary of Parent (the
“Merger”).
Lawsuits challenging the merger were filed on September 4, 2019, September 9, 2019, and September 10,
2019, in the United States District Court for the District of Delaware. The lawsuits, filed by purported stockholders of the Company, are captioned Rosenblatt v. Navigant Consulting, Inc., et al., No. 1:19-cv-01680, filed as a putative class action on behalf of stockholders of the Company, and Stein v. Navigant Consulting, Inc., et al., No. 1:19-cv-01652, and Gottlieb v. Navigant Consulting, Inc., et al., No. 1:19-cv-1693, both filed as individual actions. The
lawsuits allege that the preliminary proxy statement filed on August 30, 2019, relating to the transactions contemplated by the merger agreement, omitted material information in violation of Sections 14(a) and 20(a) of the Exchange Act and
certain rules promulgated thereunder, rendering the preliminary proxy statement false and misleading. The lawsuits name as defendants the Company and its directors and seek, among other relief, an order enjoining completion of the merger. In
addition, by letter dated September 19, 2019, another putative stockholder of the Company, Steven Makowsky, alleged that the definitive proxy statement filed on September 12, 2019 (the “Proxy Statement”), made misrepresentations
and omitted material information in violation of Sections 14(a) and 20(a) of the Exchange Act.
The Company believes that the claims
asserted by the plaintiffs and Mr. Makowsky are without merit. However, in order to moot the plaintiffs’ and Mr. Makowsky’s unmeritorious disclosure claims, alleviate the costs, risks and uncertainties inherent in litigation and
provide additional information to its stockholders, the Company has determined to voluntarily supplement the Proxy Statement as described in this Current Report on Form 8-K; plaintiffs and Mr. Makowsky
agree that the supplemental disclosures moot their claims and have agreed to withdraw their complaints and demands, respectively, upon the filing of this Current Report on Form 8-K. Nothing in this Current
Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all
allegations by the plaintiffs and Mr. Makowsky that any additional disclosure was or is required.
Supplemental Disclosures.
The following disclosures supplement the disclosures contained in the Proxy Statement and should be read in conjunction with the disclosures
contained in the Proxy Statement, which should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or
supplement the information in the Proxy Statement. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement.
The disclosure in the last paragraph of page 31 within the “Background of the Merger” section of the Definitive Proxy is hereby
supplemented by adding the following disclosure after the sentence beginning “During the meeting, senior management reviewed…”:
Senior management further noted that the Company was not selected to move forward in the bidding process in certain recent transactions
that the Company had been pursuing, and the seller in another transaction that the Company had expected to close had declined to move forward with the transaction.
The disclosure in the first paragraph of page 33 within the “Background of the Merger” section of the Definitive Proxy is hereby
amended by adding the following disclosure after the sentence beginning “As part of the review, senior management described the major changes in assumptions …”:
As to 2019, senior management also clarified that, consistent with the Company’s historical practice, the projections did not include
potential acquisitions or other potential usages of the proceeds of the divestiture of the DFLT segment, due to the difficulty in accurately predicting the availability and timing of appropriate acquisitions.
The disclosure under the heading “Forwarding-Looking Financial Information” is supplemented by providing the following additional
disclosure following the second paragraph on page 55 of the Definitive Proxy Statement:
