Tibco Software, Inc. ("TIBCO" or the Company) develops middleware and infrastructure software.
The original Complaint alleges that Defendants' Class Period representations regarding TIBCO were materially false and misleading when made for the following reasons: (i) TIBCO's integration of the Staffware PLC acquisition was not proceeding as well as Defendants represented; (ii) that Staffware was performing well below expectations; and (iii) TIBCO did not maintain an adequate system of internal financial, operational or disclosure controls so as to reasonably assure the accuracy, completeness and veracity of the Company's public statements and representations to investors.
On March 1, 2005, Defendants announced that TIBCO's results for 1Q:F05 were well below guidance. In fact, shares of TIBCO were halted in after-market trading after the Company revealed that preliminary data showed that Q1:F05 revenues would reach well below the FirstCall consensus mean estimates. While Defendants had previously stated that the Staffware acquisition was substantially completed and that the integration was proceeding according to plan, Defendants now revealed that this was not true and that weakness in Europe and delays in closing deals would result in non-GAAP earnings per share well between consensus mean estimates. During TIBCO's 1Q:F05 conference call, Defendant Ranadive revealed that Staffware not only remained unintegrated, but because of integration-related problems, European sales had been paralyzed.
The Complaint further alleges that on the following day, as shares of TIBCO resumed trading, the Company's stock price declined precipitously, falling from a close of $8.90 per share in regular trading on March 1, 2005, to below $7.00 the following day, on very high trading volume of over 52 million shares. Market commentators stated that the decline would have been worse had TIBCO stock not evidenced an uncharacteristic trading pattern in the days immediately prior to Defendants' belated disclosure, which indicated that the negative news may have been leaked to certain investors.
On February 24, 2006, the Court entered the Order consolidating the cases and granting the motion to appoint lead Plaintiff and lead Counsel. On March 16, 2006, the Plaintiffs filed a Consolidated Amended Complaint. The Defendants responded by filing a motion to dismiss the Consolidated Amended Complaint on April 17, 2006. On May 24, 2006, the Honorable Judge Saundra Brown Armstrong granted the Defendants' Motion to Dismiss. Plaintiffs were instructed to file an amended Complaint within twenty days. It was further ordered that Defendants must respond to the new Complaint within twenty-five days after its filing. On June 14, 2006, the Plaintiffs filed a Second Consolidated Amended Complaint. On September 29, 2006, the Honorable Saundra Brown Armstrong granted the Defendants' Motion to Dismiss the Second Consolidated Amended Complaint. The Complaint was dismissed with prejudice and without leave to amend. On October 26, 2006, the Plaintiffs filed a Notice of Appeal from the Order granting the Defendants’ motion to dismiss the Second Consolidated Amended Complaint.
On August 18, 2008, the Court entered the Mandate of the U.S. Court of Appeals for the Ninth Circuit. The appellants' motion for voluntary dismissal of this appeal was granted.
