To state a claim under section 14(e) of the Securities Exchange Act (15 USC 78n(e)), the plaintiff must allege facts showing (1) subjective falsity–that the defendants did not actually believe the revenue projections they sent shareholders, (2) objective falsity– the revenue projections did not reflect the company’s likely future, (3) shareholders’ reliance on the projections in approving the tender offer, and (4) loss from the transaction. Subjective falsity need not be meet the strong inference standard applicable to 10b-5 claims, but the complaint in this case did not even satisfy the lower “reasonable inference” standard applicable to 14(e) claims. So the complaint was properly dismissed.