24.  Westar is the largest electric utility in Kansas, and provides electric generation,  transmission and distribution services to approximately 700,000 customers in Kansas.  Westar  provides these services in central and northern Kansas, including the cities of Topeka, Lawrence,  Manhattan, Salina and Hutchinson.  Westar’s wholly owned subsidiary, Kansas Gas and Electric  Company, provides these services in south-central and southeastern Kansas, including the city of  Wichita.   25.  On May 31, 2016, Westar announced that it had entered into a proposed merger  transaction with Great Plains, pursuant to which Great Plains would acquire all outstanding shares  of Westar for $51.00 in cash and $9.00 in Great Plains common stock (the “original transaction”).   26.  On April 19, 2017, the Kansas Corporation Commission (“KCC”) issued an order  rejecting the original transaction and finding that it was not in the public interest because, among  other things, the price Great Plains was paying to acquire Westar was excessive and paying it  required Great Plains to take on too much debt.   27.  After the KCC’s rejection of the original transaction, Westar and Great Plains spent  months negotiating an alternatively structured transaction that they believed the KCC would not  reject.  This resulted in the Proposed Transactions announced on July 10, 2017.   29.  In particular, the S-4 contains materially incomplete and/or misleading information  concerning, inter alia: the financial analyses performed by Westar’s financial advisor,  Guggenheim Securities, LLC (“Guggenheim”), and by Great Plains’ financial advisors, Goldman  Sachs & Co. LLC (“Goldman”) and Lazard Frères & Co. LLC (“Lazard”) (collectively, the  “financial advisors”), in support of their fairness opinions, including certain of the projections that  the financial advisors relied upon in performing their financial analyses.   30.  The S-4 states that, in performing their financial analyses and arriving at their  fairness opinions, the financial advisors relied upon and reviewed certain internal financial  information and forecasts/projections that were prepared and provided to them by the management  of Westar and Great Plains.  S-4 at pp. 85, 94, 107.  This information was also provided to the  companies’ boards of directors in connection with their evaluation of the Mergers.  S-4 at 120.   32.  Financial projections are considered by courts to be among the most important  information a stockholder can have when evaluating the proposed consideration in a merger and  deciding whether to vote in favor of a merger.  Here, the Monarch projections would be highly  material to Westar’s shareholders because they are being asked to vote for a transaction in which  they will receive Monarch shares, and the S-4 specifically warned such shareholders not to add  together Westar’s and Great Plains’ projections.   33.  This nondisclosure of projections renders the S-4’s discussion of Guggenheim’s  Discounted Cash Flow Analysis (DCF) of Monarch (S-4 at p. 117) materially deficient, in that  although it states that Guggenheim “performed illustrative stand-alone discounted cash flow  analyses of Monarch Energy based on forecasted after-tax unlevered free cash flows for Monarch  Energy….,” the S-4 fails to disclose such forecasted after-tax unlevered free cash flows.   34.  The S-4 also states that Guggenheim’s DCF of Monarch incorporated “expected  synergies expected to result from the transaction and the estimated costs to achieve such  synergies,” S-4 at pp. 107, 117 (defined as the “synergy estimates”), but the S-4 does not disclose  such synergy estimates.  Again, since Westar’s shareholders are being asked to exchange their  shares for Monarch shares, this information would be highly material.   36.  The S-4 also states that Goldman’s Illustrative Present Value of Future Shares Price  Analysis (S-4 at p. 90) was based, in part, on Monarch’s estimated earnings per share and dividends  per share—neither of which were disclosed—which were then discounted to present values using  an estimate of Monarch’s cost of equity—which is also not disclosed (S-4 at 90).    37.  Given that the financial advisors relied upon the Monarch projections and financial  estimates in conducting their financial analyses and rendering their fairness opinions, and that  Westar’s shareholders are being asked to vote for exchanging their Westar shares for Monarch  shares, failure to include such projections in the S-4 constitutes a material omission and renders  the financial analyses materially misleading.   39.  By comparison, the S-4’s discussion of Lazard’s Selected Comparable Companies  Analysis of Great Plains (S-4 at 96-97), and that of Westar (S-4 at 97-98), does disclose the types  of financial information that Lazard calculated and compared, including each company’s P/E  Multiple and EBITDA multiple.   40.  However, this does not mean that the discussion of Lazard’s analysis is materially  complete—it is not.  The S-4 fails to disclose the individual multiples that Lazard observed for  each selected company, or the low, mean, median and high trading multiples that Lazard observed  for the group of selected companies (it instead merely discloses ranges that Lazard “applied,”  rather than observed).  Courts have found that the disclosure of such multiples is “critical” to  providing shareholders with a “fair summary” of the financial advisor’s analysis.   41.  With respect to Guggenheim’s Selected Publicly Traded Companies Analysis of  Monarch Energy (S-4 at p. 117), the S-4 states that Guggenheim based its analysis on the fiscal  year earnings per share of Westar and Great Plains Energy, but it is unclear if those figures included  any impact of combining the two companies.   42.  The S-4 also fails to disclose whether the financial advisors incorporated the  companies’ net operating loss carryforwards (“NOLs”) into their DCF analyses.  Westar’s NOLs  as of December 31, 2016 totaled $227.5 million.  Great Plains’ NOLs as of December 31, 2016  totaled $718 million.   44.  Without these material disclosures, it is impossible for Westar’s shareholders to  fully understand and interpret these financial analyses, including their impact on the fairness of the  Westar Merger Consideration, when determining whether to vote in favor of the Proposed  Transaction.  45.  Plaintiff brings this action as a class action pursuant to Fed. R. Civ. P. 23 on behalf  of himself and the other public stockholders of Westar (the “Class”).  Excluded from the Class are  Defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated  with any of the Defendants.   47.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   49.  Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange  Act, provides that solicitation communications with shareholders shall not 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(a).   50.  Rule 14a-9 further provides that, “[t]he fact that a proxy statement, form of proxy  or other soliciting material has been filed with or examined by the Commission shall not be deemed  a finding by the Commission that such material is accurate or complete or not false or misleading,  or that the Commission has passed upon the merits of or approved any statement contained therein  or any matter to be acted upon by security holders.  No representation contrary to the foregoing  shall be made.”  17 C.F.R. § 240.14a-9(b).    51.  As discussed herein, the S-4 misrepresents and/or omits material facts concerning,  inter alia: the financial analyses performed by Westar’s and Great Plains’ financial advisors in  support of their so-called “fairness opinions,” including certain of the projections that the financial  advisors relied upon in performing their financial analyses.   52.  Defendants prepared, reviewed, filed and disseminated the false and misleading S- 4 to Westars’s shareholders.  In doing so, Defendants knew or recklessly disregarded that the S-4  failed to disclose material facts necessary in order to make the statements made, in light of the  circumstances under which they were made, not misleading.   54.  By virtue of their positions within the Company and/or roles in the process and in  the preparation of the S-4, Defendants were undoubtedly aware of this information and had  previously reviewed it, including participating in the Merger negotiation and sales process and  reviewing the financial advisors’ complete financial analyses purportedly summarized in the S-4.   55.  The Individual Defendants undoubtedly reviewed and relied upon the omitted  information identified above in connection with their decision to approve and recommend the  Merger.   56.  Westar is deemed negligent as a result of the Individual Defendants’ negligence in  preparing and reviewing the S-4.   57.  Great Plains, via its officers and/or directors, also prepared and/or reviewed the S- 4, which Great Plains issued jointly with Westar and which Great Plains used to solicit votes in  favor of the Proposed Transactions.  Great Plains also provided its management projections for  use by the companies’ financial advisors in connection with their Merger analyses.   58.  Monarch (and King) also jointly issued the materially misleading S-4 in connection  with the issuance of shares serving as the Westar Merger Consideration and the Great Plains  Merger Consideration.   60.  Defendants knew that Plaintiff and the other members of the Class would rely upon  the S-4 in determining whether to vote in favor of the Merger.   61.  As a direct and proximate result of Defendants’ unlawful course of conduct in  violation of Section 14(a) of the Exchange Act and Rule 14d-9, absent injunctive relief from the  Court, Plaintiff and the other members of the Class will suffer irreparable injury by being denied  the opportunity to make an informed decision as to whether to vote in favor of the Merger.   62.  Plaintiff and the Class have no adequate remedy at law.  63.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   64.  The Individual Defendants acted as controlling persons of Westar 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 Westar, and participation in and/or awareness of the Company’s  operations and/or intimate knowledge of the false 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 which Plaintiff contends are false and misleading.   66.  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 securities violations  alleged herein, and exercised the same.  The S-4 contains the unanimous recommendation of each  of the Individual Defendants to approve the Westar Merger.  They were thus directly connected  with and involved in the making of the S-4.   67.  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) of the Exchange  Act and Rule 14d-9, by their acts and omissions as alleged herein.  By virtue of their positions as  controlling persons and the acts described herein, the Individual Defendants are liable pursuant to  Section 20(a) of the Exchange Act.   68.  As a direct and proximate result of Individual Defendants’ conduct, Plaintiff will  be irreparably harmed.   69.  Plaintiff and the Class have no adequate remedy at law.  Claim for Violations of Section 20(a) of the Exchange Act  (Against the Individual Defendants)   Claim for Violation of Section 14(a) of the Exchange Act   and Rule 14a-9 Promulgated Thereunder  (Against All Defendants)  