(Against All Defendants for Violations of Section 14(a) of the Exchange Act   and Rule 14a-9 Promulgated Thereunder)   (Against All Defendants for Violations of Section 14(a) of the Exchange Act  and 17 C.F.R. § 244.100 Promulgated Thereunder)   (Against the Individual Defendants for Violations   of Section 20(a) of the Exchange Act)   22.  Plaintiff brings this class action pursuant to Fed. R. Civ. P. 23 on behalf of himself  and the other public shareholders of KMG (the “Class”).  Excluded from the Class are Defendants  herein and any person, firm, trust, corporation, or other entity related to or affiliated with any  Defendant.   24.  KMG is a chemical company that formulates, manufactures, and distributes  specialty chemicals to industries such as electronics, industrial wood preservation, and industrial  lubrication.     25.  On August 15, 2018, the Company and Cabot issued a press release announcing the  Proposed Merger, which states in pertinent part:   53.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   54.  Section 14(a)(1) of the Exchange Act makes it “unlawful for any person, by the use  of the mails or by any means or instrumentality of interstate commerce or of any facility of a  national securities exchange or otherwise, in contravention of such rules and regulations as the  Commission may prescribe as necessary or appropriate in the public interest or for the protection  of investors, to solicit or to permit the use of his name to solicit any S-4 or consent or authorization  in respect of any security (other than an exempted security) registered pursuant to section 78l of  this title.”  15 U.S.C. § 78n(a)(1).   56.  The failure to reconcile the numerous non-GAAP financial measures included in  the S-4 violates Regulation G and constitutes a violation of Section 14(a).   57.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   58.  SEC Rule 14a-9 prohibits the solicitation of shareholder votes in S-4  communications that contain “any statement which, at the time and in the light of the circumstances  under which it is made, is false or misleading with respect to any material fact, or which omits to  state any material fact necessary in order to make the statements therein not false or misleading[.]”   17 C.F.R. § 240.14a-9.    59.  Regulation G similarly prohibits the solicitation of shareholder votes by “mak[ing]  public a non-GAAP financial measure that, taken together with the information accompanying that  measure . . . contains an untrue statement of a material fact or omits to state a material fact  necessary in order to make the presentation of the non-GAAP financial measure . . . not  misleading.”  17 C.F.R. § 244.100(b) (emphasis added).     61.  In so doing, Defendants made untrue statements of fact and/or omitted material  facts necessary to make the statements made not misleading.  Each of the Individual Defendants,  by virtue of their roles as directors, were aware of the omitted information but failed to disclose  such information, in violation of Section 14(a).  The Individual Defendants were therefore  negligent, as they had reasonable grounds to believe material facts existed that were misstated or  omitted from the S-4, but nonetheless failed to obtain and disclose such information to  shareholders although they could have done so without extraordinary effort.    62.  The Individual Defendants knew or were negligent in not knowing that the S-4 is  materially misleading and omits material facts that are necessary to render it not misleading.  The  Individual Defendants undoubtedly reviewed and relied upon the omitted information identified  above in connection with their decision to approve and recommend the Proposed Merger.   63.  The Individual Defendants knew or were negligent in not knowing that the material  information identified above has been omitted from the S-4, rendering the sections of the S-4  identified above to be materially incomplete and misleading.     65.  KMG is also deemed negligent as a result of the Individual Defendants’ negligence  in preparing and reviewing the S-4.   66.  The misrepresentations and omissions in the S-4 are material to Plaintiff and the  Class, who will be deprived of their right to cast an informed vote if such misrepresentations and  omissions are not corrected prior to the vote on the Proposed Merger.     67.  Plaintiff and the Class have no adequate remedy at law.  Only through the exercise  of this Court’s equitable powers can Plaintiff and the Class be fully protected from the immediate  and irreparable injury that Defendants’ actions threaten to inflict.  68.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   69.  The Individual Defendants acted as controlling persons of KMG within the  meaning of Section 20(a) of the Exchange Act as alleged herein.  By virtue of their positions as  officers and/or directors of KMG, and participation in and/or awareness of the Company’s  operations and/or intimate knowledge of the incomplete and misleading statements contained in  the S-4 filed with the SEC, they had the power to influence and control and did influence and  control, directly or indirectly, the decision making of the Company, including the content and  dissemination of the various statements that Plaintiff contends are materially incomplete and  misleading.   71.  In particular, each of the Individual Defendants had direct and supervisory  involvement in the day-to-day operations of the Company, and, therefore, is presumed to have had  the power to control or influence the particular transactions giving rise to the Exchange Act  violations alleged herein, and exercised the same.  The S-4 at issue contains the unanimous  recommendation of each of the Individual Defendants to approve the Proposed Merger.  They were  thus directly involved in preparing the S-4.   72.  In addition, as described herein and set forth at length in the S-4, the Individual  Defendants were involved in negotiating, reviewing, and approving the Merger Agreement.  The  S-4 purports to describe the various issues and information that the Individual Defendants  reviewed and considered.  The Individual Defendants participated in drafting and/or gave their  input on the content of those descriptions.   73.  By virtue of the foregoing, the Individual Defendants have violated Section 20(a)  of the Exchange Act.   74.  As set forth above, the Individual Defendants had the ability to exercise control  over and did control a person or persons who have each violated Section 14(a) and Rule 14a-9 by  their acts and omissions as alleged herein.  By virtue of their positions as controlling persons, these  Defendants are liable pursuant to Section 20(a) of the Exchange Act.  As a direct and proximate  result of Individual Defendants’ conduct, Plaintiff and the Class will be irreparably harmed.  