Paradise Wire & Cable Defined Benefit Pension Plan v. Weil

QUATTLEBAUM, Circuit Judge:

This case arises from the merger of American Realty Capital - Retail Centers of America, Inc. ("RCA") and American Finance Trust, Inc. ("AFIN"). After the merger, the shareholders of RCA discovered information about AFIN's financial condition that indicated AFIN was worth less and was less healthy than represented in the proxy statement that induced their vote for the merger. Believing they had been misled, the RCA shareholders sued alleging the proxy statement was false and misleading under the federal securities laws. However, the statements complained of were not…