Plaintiffs, two shareholders of Medical Action Industries, Inc. ("Medical Action" or the company) commenced this class action on behalf of themselves and other public shareholders of the same against the Board of Directors of Medical Action (" the Board" or "Medical Action Board"), Owens & Minor, Inc. ("Owens & Minor") and Mongoose Merger sub Inc. ("Merger sub") alleging breaches of fiduciary duty as well as aiding and abetting thereof in connection with Owens & Minor's buyout of Medical Action for $13.80 per share. Under the Buyout Agreement the Defendants seek to cash out the Medical Action's shareholders and change control of the entity. The Plaintiffs accordingly assert that the Medical Action Board had a legal obligation to obtain the maximum value reasonably achievable for it shareholders.

In this vein, Plaintiffs assert that the Medical Action Board steered the sale to one of its business partners under a scheme that was 1) framed by Owens & Minor; 2) without solicitation from any financial buyer; and 3) in lieu of considering a proposal from another buyer that would have garnered greater consideration and that continues to prevent two other interested entities from pursuing a competing bid. The Medical Action Board accepted the Agreement and Plan of Merger on June 24, 2014, in addition, assertedly without proper disclosure of financial analyses conducted by Medical Action's financial advisor, Canaccord Genuity Inc ("Canaccord").

Medical Action, a Delaware Corporation, located in Brentwood, NY, manufactures, markets and distributes medical and surgical related products. Its common stock publicly trades on the NASDAQ Global Select Market. The individual Defendants include the seven members of the Medical Action Board of Directors, one of whom — Henry A. Berling, is a retired Vice President of Owens & Minor.

Owens & Minor is a Virginia Corporation located in Virginia, which offers logistics for the distribution of medical and surgical products. It accounts for 45% of Medical Action's sales. Merger sub is a wholly owned subsidiary of Owens & Minor, created solely for entering into the Merger Agreement and consummating the same.

Plaintiffs assert that Medical Action was doing well financially during the first half of 2014, as repeated announcements from its CEO, Defendant Meringolo, set forth. In addition, in June 2014, Medical Action completed the sale of its Patient Care business unit, which had been a drag on its profits.Plaintiffs state that they learned that as [*2]early as January 2014, the Board had engaged Canaccord, a financial advisor, while it was in the midst of discussing sale of the Patient Care unit, to advise on the prospect of selling the entire entity. This was disclosed in the July 17, 2014 Proxy Statement Medical Action made to the SEC. Plaintiffs aver that Canaccord identified three potential purchasers, none of which was a financial equity firm, and only one of which was named — Owens & Minor. Within weeks thereafter, the Plaintiffs aver that the Board sent a draft non-disclosure agreement, with a standstill provision, only to Owens & Minor. The non-disclosure agreement was executed on March 11, 2014, the same day Canaccord provided Owens & Minor with a presentation, which included confirmation that Medical Action had complied with Owens & Minor's precondition, to sell the Patent Care unit. On March 14, 2014, Owens & Minor submitted a non-binding letter of intent, which requested that Medical Action be precluded for a period from negotiating with other potential purchasers.

On March 28, 2014, the Medical Action Board allegedly set forth that it would not accept the initial proposal and it began to open dialogue with the other two unnamed companies. It gave those companies until April 11, 2014 to submit proposals and continued to negotiate with Owens & Minor. On April 24, 2014, the Board assertedly requested that Canaccord send all three companies a formal package including bid procedure letters and a timetable for submission of formal bids for the purchase of the entire entity. The draft contained a provision that the risk associated with certain antitrust requirements would be borne by the purchaser.

On May 30, 2014 Owens & Minor and the two other unnamed entities submitted proposals. One of the unnamed entities submitted the highest bid at $14.00 per share and pledged to use reasonable efforts to obtain HSR Act (antitrust) approval. Owens & Minor only offered $12.75 per share and made a more positive statement regarding HSR Act approval allegedly to the effect that it would consider potential divestitures to accomplish the same. On June 4, 2014, the Board, according to Plaintiffs, gave Owens & Minor exclusive negotiating rights. In the proxy statement, the Board stated that it considered the HSR Act risk posed by the high bidding company. Thus, the Plaintiffs assert that the Board never really considered any other options.

On June 25, 2014, after some negotiation the Medical Action Board announced its entry into the merger agreement with Owens & Minor, the outstanding shares to be purchased at $13.80 per share.

The Plaintiffs assert that the individual Defendants have the opportunity to earn millions as a result of this deal. The two director employees, Meringolo and Chapman, would receive substantial payouts in case of termination by Owens & Minor equaling [*3]$2,970,124 and $2,062,634 respectively. In addition, the Merger Agreement provides for the acceleration of the vesting and cash-out of stock options to Company directors and executive officers — of which the 7 individual defendants stand to collect over $3.6 million.

In addition to the above, Plaintiffs allege that the agreement contains deal protections that act to prevent it from being terminated, including a $9.308 million penalty if Medical Action terminates by entering into a deal for a better price with another entity. The termination fee would force another bidder to accept Medical Action with discounted assets as a result. Such agreement also contains a non-solicitation clause.

Because Owens & Minor is gaining a significant competitive advantage over its competitors by reducing the cost of the significant items it purchases from Medical Action, its shareholders claim they have not been adequately compensated for the same and will miss out on the synergistic and financially accretive benefits. Plaintiffs assert that the Proxy Statement fails to account for such benefits.

The Proxy Statement allegedly fails to disclose certain items including: 1) whether the sale of the Patient Care unit was considered only after the Medical Action Board had found its purchaser; 2) why the Board did not consider any financial buyers, and only considered those with potential antitrust issues; 3) why only senior management engaged in negotiations and whether Berling (the retired Owens & Minor executive) participated; 4) why the Board started negotiations with Owens & Minor before opening dialogue with the other companies; 5) what is the Board's basis for its so called HSR Act concern and whether the board took action to seek to raise the price for the company which gave it those so called concerns; and 6) why the Medical Action Board agreed to a 4.5% termination fee and how that figure was reached.

The Plaintiffs also take issue with the written fairness opinion prepared by Canaccord since it: 1) does not state the weight of importance of its considerations ; 2) is based on a peer group that dwarfs Medical Action in size; 3) makes its precedent transaction analysis based on privately held and foreign corporations not subject to SEC reporting requirements; 4) uses a 37% tax rate in computing its Discounted Cash Flow analysis at odds with the Medical Action actual tax rates over the past several years; 5) fails to disclose the discount rates discussed for the free cash flow component of its Discounted Cash Flow; 6) compares the premiums paid by 154 medical technology companies valued from $20 million to $5 billion from January 1, 2000; and 7) fails to disclose complete information for future years.

Based on all the above, the Plaintiffs claim the Medical Action Board has breached its fiduciary duties to its shareholders and the company; all Defendants conspired in furtherance of a common plan to accomplish this wrongdoing; and common questions of law and fact as well as the existence of approximately 16 million common shares of stock make this a proper class action. Plaintiffs claim entitlement to a Declaratory Judgment to this effect as well as a permanent injunction preventing the merger and directing the Defendants to pursue a proper procedure to obtain the highest possible price for its shareholders. At this stage, Plaintiffs seek a preliminary injunction.

In its opposition to Plaintiffs' motion seeking preliminary injunctive relief, Defendants state that they do not meet the heavy burden required by New York law and the Delaware law equivalent. Thus, they set forth that the Board solicited advice from Canaccord, an experienced financial advisor; that after the Board received an unsolicited offer from Owens & Minor, it formed an independent Special Committee (which was made up of non-employees of Medical Action); that an auction process proceeded soliciting three strategic purchasers that the Special Committee determined were most likely able the complete the deal at the highest purchase price; that such Special Committee held numerous meetings to discuss and analyze the offers made; and that after the Special Committee received three initial offers and asked the bidders to improve both the monetary and certain other portions of such offers, only Owens & Minor agreed to both increase its share price and provided Medical Action with more favorable terms.

In response to the allegation that the Board should have considered the additional $.20 per share offer, the Defendants assert both that only Owens & Minor accepted virtually the entire antitrust risk involved in a merger and that the Proxy sets forth that the two other bidders held significant shares of the market, while Owens & Minor did not have a significant share of the Medical Action business. In addition, only Owens & Minor assertedly agreed to pay a significant reverse termination fee to Medical Action if the deal was prevented due to antitrust issues.

With regard to the Plaintiffs' criticism that the Board would not permit any of the bidders to make a direct offer to shareholders without the Board's consent, Defendants allege that both of the other bidders failed to come forth to increase their offers to the Board when invited to do so and no other prospective buyers, who were unrestrained by the standstill agreements, ever made a superior offer following the announcement of the agreement between the two entity Defendants.

With regard to the disclosures criticized by the Plaintiffs, the Defendants set [*4]forth that Medical Action Board's disclosures encompass a 69- page single-spaced Proxy containing all information legally required and considered necessary to inform shareholders about the merger.

As per the Defendants, its Board invited senior investment bankers in January 2014 from Canaccord to present certain strategic alternatives to aid in achieving the best possible shareholder value; and at the time, the entity was not for sale. Canaccord, in follow up meetings, discussed strategic options, including the potential sale of the business. Included in this discussion were three entities, including Owens & Minor which had expressed interest in a merger, as well as two other entities identified as Company A and Company B. Defendants claim that each of the three entities was given identical information. Although Owens & Minor made the initial offer of $11.50 per share and asked for exclusivity in order to continue negotiations, the Board decided to keep open the process and formed a Special Committee consisting of independent directors. The Committee allegedly considered the three strategic companies. All three entities were given non disclosure agreements. In fact, Defendants assert that only Company B's language regarding standstill provisions was changed, at Company B's request, so that if the Board entered into an agreement with one of the other bidders, Company B could contact the CEO of Medical Action before such was made public.

By mid to late April 2014, Medical Action received a $12 per share offer from Company A and $12 per share from Company B ; however, Owens & Minor's offer was raised to $12.25. Thereafter, the Board through Canaccord sent identical bid procedure letters on May 1, 2014 with identical draft merger agreements. The three entities submitted formal bids on May 30, 2014, with Owens & Minor and Company A each offering $12.75 per share and Company B offering $14 per share. Since antitrust risks were potentially significant as expressed to the Board by legal counsel, each bidder was required to set forth its offer on the issue. Assertedly, Company A offered to "use all reasonable best efforts" to obtain antitrust approval under the relevant statute; Company B offered to use "commercially reasonable efforts" to obtain HSR Act approval; and only Owens & Minor offered to pay a significant reverse termination fee if the transaction was cancelled due to antitrust issues. According to the Medical Action Board, Canaccord, at the direction of the Special Committee, met on June 2, 2014 with each potential bidder to elicit improved terms and to increase the bids. Both Company A and Company B refused to assume greater antitrust risk and neither offered a higher bid despite the fact that those two entities were assertedly direct competitors of Medical Action, whereas Owens & Minor was a distributor of the subject supplies. In addition, Defendants argue that Owens & Minor increased its bid from the $12.75 to $13.80. It was at that juncture that the Special Committee recommended Owens & Minor to the Board as the most attractive offer in its totality. The transaction was then [*5]approved by the Board on June 24, 2014. According to Defendants, $13.80 per share constituted a 94% premium at this juncture.

With regard to the termination fee, the Board and Owens & Minor set forth that under the proposed agreement it is mutual; and that at 4.5% it has been upheld as a standard merger term under Delaware law.

Similarly, concerning the issue raised that Owens & Minor was favored due to its interest in retaining the existing Medical Action management, only non-employee directors were assertedly members of the Special Committee and other than precatory remarks, Owens & Minor allegedly never made any commitment whatsoever that Medical Action management would be retained.

In reply, Plaintiffs assert that the standstill provisions of the non-disclosure agreement prevent Company A and Company B from making a written acquisition proposal since such requires public disclosure while the Merger Agreement's no solicitation provision only allows the Medical Action Board to consider financially superior written offers. They reiterate that the Proxy Statement fails to disclose certain material such as the Owens & Minor confirmation of retaining management; that Company B drafted rejected language asking for the ability to pursue an offer despite the standstill agreement; and that the financial advisor for the Medical Action Board itself, when first looking at the issue of merger, believed the company was worth up to $26.82 per share.

Defendant Board then sent a letter informing the Court that it submitted, on September 15, 2014 to the SEC, supplemental information to respond to the non-disclosure allegations made by Plaintiffs, despite Defendants' view that such was not necessary, in order to remove that issue as one before the Court. In addition, Defendant Board asserts that Plaintiffs misapprehend the non-disclosure provisions, since they expressly permit both of the other bidders to request that Medical Action waive the standstill agreements through direct contact with the CEO of Medical Action and there is nothing in the no solicitation agreement which prohibits the Medical Action Board from granting such a waiver. In fact, Defendants assert that neither of the other bidders has even asked the Medical Action CEO for such a waiver to be considered by the Board.

Before oral argument of this matter on the request for preliminary injunction relief, counsel for the Medical Action Board presented the Court with a letter stating that the entity had submitted, in a Form 8-K, supplements to the disclosures made in Medical Action's proxy statement, despite the fact that the Defendant did not find such to be required. Therefore, during oral argument of the subject motion, Medical Action's [*6]Board asserted that the allegation of lack of proper disclosure was no longer an issue before the Court. In response to this notification, during oral argument, counsel for Plaintiffs requested that the Court consider injunctive relief, requiring Medical Action to notify the two other bidders that they had the right to request a waiver of the non-solicitation terms and that the Board would review and consider the same. While Defendants both assert that Company A and Company B have the right to contact the Medical Action CEO to request such waiver and that the Board is then required to take such into consideration, they argued that it would be improper to grant Plaintiffs their additional request that the Board actually contact those entities and solicit alternative bids.

In order to establish the right to preliminary injunctive relief, the proponent must prove, by clear and convincing evidence (1) the likelihood of ultimate success on the merits; (2) irreparable injury absent the grant of the injunction; and (3) a balance of the equities in the proponent's favor. See, CPLR 6301; Kurdlanski v Kim, 111 AD3d 676, 975 NYS 2d 98 (2d Dep't 2013); Kimeldorf v First Union Real Estate Equity and Mortgage Investments, 309 AD2d 151, 764 NYS 2d 73 (2d Dep't 2003). This three pronged inquiry is essentially identical under Delaware Law; see, Revlon v MacAndrews & Forbes Holdings. 506 A 2d 173 (Del. 1986). As stated by the Delaware Supreme Court in the Revlon case, it is the responsibility of the corporation's board of directors to manage the business and affairs of the entity and in accomplishing the same, they have certain fiduciary responsibilities to the entity and its shareholders. Revlon at 179. That court opined that such principles clearly apply when a board of directors acts to ratify a corporate merger pursuant to 8 Del. C. § 251 (b). These duties are described as encompassing care, loyalty and independence. Id. at 180.

In applying the fiduciary duty standard in cases involving sales of companies, resulting in a change of control, the Delaware courts require that the board secure the highest value reasonably attainable and that it direct such fiduciary duties to that end result. In re Dollar Thrifty Shareholder Litigation, 14 A 3d 573 (Del. 2010). However, the process that is required defines this requirement as one to act reasonably "[b]y undertaking a sound process to get the best deal available". Paramount Communications v QVC Network, 637 A 2d 34 (Del. 1994). The key to a review of board action is not to determine whether there was a perfect decision; but, rather, a reasonable one under all of the circumstances. In re Dollar Thrifty at 595. As stated by the Delaware Supreme Court, "[a]lthough the level of judicial scrutiny under Revlon is more exacting that the deferential rationality standard applicable to run-of-the-mill decisions governed by the business judgment rule, at bottom Revlon is a test of reasonableness; directors are generally free to select the path to value maximization, so long as they choose a reasonable route to get there." In re Dollar Thrifty at 595.

Within the ambit of the board's fiduciary duties is a duty of candor, which translates into a duty to disclose fully and fairly all material information within the board's control to the shareholders whose action it seeks. See, Shell Petroleum v Smith, 606 A 2d 112 (Del. 1992). Thus, such duty to disclose is generally based upon a standard of materiality. Id. Generally, information is considered "material" where an omission or distortion would have been relevant to the shareholder. Barkan v Amsted Industries, 567 A 2d 1279 (Del. 1989). Although the directors' duty to make proper disclosure regarding a proposed merger transaction may not incorporate a requirement that such include information that is merely helpful, it certainly includes a mandate that once they take it upon themselves to make a disclosure, such may not be misleading. Capital Master Fund v Plato Learning, 11 A 3d 1175 (Del. 2010); In re Mony Group Inc, 852 A 2d 9 (Del. Ch. 2004).

Among the issues often considered by the court in such cases is whether the proposed merger was negotiated by an independent rather than an interested board and whether the proposed transaction offers the shareholders a significant premium over the pre-announcement price of the stock. In re Micromet Inc., 2012 WL 681785 (Del. Ch. 2012). The courts have also recognized that in cases involving a proposed purchaser's price bump accompanied by an obligation to divest assets if necessary to secure antitrust approval, a request for a termination fee may be reasonably considered and within a certain range granted by the board. In re Dollar Thrifty, 14 AD3d 573 (Del. Ch. 2010). Termination fees representing over 4% of the equity value of a merger have been accepted. See, In re 3Com, 2009 WL 5173804 (Del. Ch. 2009). The courts have also held that the board's consideration of necessary regulatory approvals, such as antitrust consideration, are proper risk factors to be taken in account and that in those instances where such approval may be denied or result in a costly delay, a higher bid price by another entity may not result in a greater return for the stockholders. In re BJ's Wholesale Club, 2013 WL 396202 (Del. Ch. 2013).

The Delaware courts have generally stated that no solicitation provisions and termination fees granted the proposed purchasing entity are standard merger terms, are not in and of themselves unreasonable and without more, do not constitute a breach of fiduciary duty. In re 3Com, supra. As stated by the Delaware Chancery Court: "[N]either a termination fee nor a matching right is per se invalid. Each is a common contractual feature that, when assented to by a board fulfilling its fundamental duties of loyalty and care for the proper purpose of securing a high value bid for stockholders, has legal legitimacy". In re Toys "R" Us, 877 A 2d 975, 1017 (Del Ch. 2005). Generally such provisions will not be considered to foreclose another offer; but, rather, operate for the purpose of affording certain protection to prevent disruption of the agreement from third parties that are not likely to result in a higher transaction. [*7]McMillan v Intercargo, 768 A 2d 492 (Del. Ch. 2000); Matador Capital Management v BRC Holdings, 729 A 2d 280, 291 (Del. Ch. 1998).Especially in those instances where a board of directors chooses one of several alternatives in considering a merger agreement, a court is not in a position to second guess that choice even in those instances where the board might well have taken another route and decided otherwise even where subsequent events may have cast doubts on the board's determination. See, In re Mony Group, 852 A 2d 9, 14. In those instances where a board of directors focuses on negotiating with one potential acquirer and does not seek other bidders, such does not in and of itself constitute a breach of fiduciary duty. Id.

Where a shareholder's complaint boils down to an assertion that the merger agreement results in an inadequate price for the subject shares, Delaware courts have found that monetary damages can provide a sufficient remedy for a board's violation of Revlon requirements; however, such is not necessarily the case where the pricing complaint is accompanied by a claim of significant disclosure violations. See, In re Smurfitt Container, 2011 WL 2028076 (Del. Ch. 2011).

It appears from the record submitted by the parties that in January 2014 the Board of Directors of Medical Action solicited advice from a financial advisor, Canaccord, regarding the alternatives in order to achieve the best shareholder value, including the option of a potential sale of Medical Action to an interested purchaser. While there clearly exists a dispute as to whether only Owens & Minor had begun discussions with the Board, there is no question that a Special Committee, consisting of non-employee board members was formed to conduct the process of negotiating a potential sale; and that not only Owens & Minor but two other interested entities engaged in an active bidding process over a five month period. During this process, the Special Committee denied the request for exclusivity by Owens & Minor. Over this period, increasing bids were presented by all three entities. The Special Committee also requested that each bidder respond to the manner in which it would deal with potential antitrust issues. There is no question that only Owns & Minor offered to pay a significant reverse termination fee if antitrust issues prevented the sale as well as divestiture if necessary. The Court also notes that the Special Committee set forth that the antitrust issue was a significant one where company A and Company B held significant percentages of the same market as Medical Action. Neither of the other companies came close to such offer. In addition, at the same time as the antitrust issues were being discussed, only Owens & Minor increased its bid to the final level on which it was accepted by the Special Committee and recommended for approval by the Board of Directors. The accepted bid constituted a 94 % premium on the date the transaction [*8]was approved by the Board of Directors. Thus, while the Board may have taken a different route by accepting the bid of Company B and taking a chance on potential antitrust issues, the path followed passes the test of reasonableness under all the facts set forth. As stated in the applicable caselaw, both the termination fee and the no solicitation provisions are the kind of protections sought and obtained by the successful bidder in return for the value of an increase in the share purchase price.

The failure to disclose all relevant information issues raised by the Plaintiffs are, in the Court's view, more significant. Plaintiffs argued that the originally filed 8 K disclosure form failed to set forth certain material facts, including 1) the fact that Owens & Minor offered certain management retention promises; 2) the financial advisor's valuation range for synergies achievable by potential buyers; 3) details of the standstill provisions and the manner in which they were negotiated with the bidders; 4) the EBITDA multiples derived in financial analyses presented in the original Proxy Statement; 5) the preparation of extended financial projections used to generate the fairness opinion; 6) the fact that one of the board members was a former employee of Owens & Minor; and 7) disclosure of the view that the "No Solicitation" section of the Merger Agreement prohibits the two other bidders from seeking a waiver of the standstill provisions in the non-disclosure agreements entered into with Company A and Company B in response to a request for such waiver. Presumably as a result of a

Although the Board has taken the position that its original form 8-K filed with the SEC contained all material and relevant information to provide its shareholders with full disclosure of the background and terms reached in the Merger Agreement, on September 15, 2014, it filed a form 8 K which is entitled "Supplemental Disclosures to Definitive Proxy Statement." With the exception of the alleged conflict between the no solicitation and non-disclosure portions of the agreement, the new Form 8 K disclosed each of the items set forth by Plaintiffs as necessary. However, the Medical Action Board also set forth in this supplemental disclosure that nothing in the no solicitation section of the Merger Agreement prohibits Medical Action from waiving the standstill provisions in the non-disclosure agreements entered into with Company A and Company B and that such would be considered in response to a request for such waiver. The Board also set forth in the supplemental disclosure that Owens & Minor, the successful bidder, agreed with its interpretation of the subject provisions.

Based upon all of the above, the Court finds that the Plaintiffs simply cannot meet the heavy burden of demonstrating a likelihood of success on the merits by clear and convincing evidence. There are sharply disputed issues of fact concerning whether the process was geared to and favorable to only one bidder. There exists evidence that the Medical Action Special Committee refused Owens & Minor's initial request for exclusivity and received bids from two other entities. It also appears that the Board has an argument that its antitrust concerns were legitimate and that it was permissible to take them into account when determining which bid it would accept. The new disclosure sets forth the view of the financial advisor that it decided not to contact private equity firms for participation in the process as the lack of realization of synergistic advantages for such entities would not result in interest at a price accepted by Medical Action. It also describes how it reached its estimated values in its initial discussions of January 2014 as well as setting forth such values.

While the Court agrees with Plaintiffs that the initial disclosure was indeed inadequate, the Medical Action Board has essentially corrected that problem, most likely, in the Court's view, as a result of this action. Finally, and perhaps most significant, is the disclosure in the supplemental 8 K form that Medical Action has the right to waive the standstill provisions in the no solicitation agreement if requested by the Company A or Company B. The Court agrees with Owens & Minor that to specifically contact these entities would run afoul of the provisions of the agreement. However, the disclosure in a public document such as that presented to the Court as filed with the SEC on September 15, 2014, is sufficient to set forth that Company A and Company B have the right to request a waiver of the standstill agreement and that if such occurred the Medical Action Board would consider such in good faith and in accordance with its fiduciary duties. Based on all of the above, the Court believes that the Medical Action Board has taken reasonable action to seek to cure the deficiencies within its original filing.

Having determined that Plaintiffs cannot meet the first prong of the test necessary to obtain a preliminary injunction, the Court need go no further. However, the Court notes that as stated by the court in In re Smurfit Stone Container, where a board breaches its duties under Revlon, such may constitute irreparable harm, but not in the absence of concomitant disclosure violations where a plaintiff's complaint then boils down to an allegation of inadequate price. 2011 WL 2028076 at 32 (Del. Ch. 2011). In such instances, the Delaware courts have found that monetary damages can provide sufficient remedy for Revlon violations. Norberg v Young's Market, 1989 WL 155462 at 3 (Del. Ch. 1989). In addition, the Plaintiffs have not met the burden of demonstrating that the balancing of the equities weighs in their favor, especially in light of the new disclosures, including the rights of the other companies to request a waiver [*9]as of the standstill provisions in the manner provided in the agreement.

Based upon all of the above factors, the Plaintiff's motion for a preliminary injunction is denied. This constitutes the Decision and Order of the Court.

Dated: September 19, 2014