Miller v. Thane International, Inc.

I. Factual and Procedural Background

This appeal arises out of a merger transaction between Reliant Interactive Media Corporation (“Reliant”), a publicly 2508 MILLER v. THANE INTERNATIONAL traded corporation, and Thane International, a privately held corporation. Reliant and Thane International executed an agreement and plan of merger on November 21, 2001, which was amended on December 6, 2001. Under the terms of the agreement, Reliant shareholders would receive 0.3049459 shares of Thane International common stock for each share of Reliant common stock surrendered upon completion of the merger. A wholly owned subsidiary of Thane International would merge with and into Reliant. The separate corporate existence of the subsidiary would cease, and Reliant would continue as the surviving corporation. Reliant would then become a wholly owned subsidiary of Thane International. Premerger, Reliant stock traded on the Over-the-Counter Bul- letin Board (“OTCBB”), while Thane International’s stock was not publicly traded.

On January 3, 2002, Thane International filed a combined proxy statement and prospectus (the “Initial Prospectus”), as part of a Registration Statement on…