According to the complaint filed February 10, 2011, on January 5, 2011, Atheros and Qualcomm issued a press release announcing that they had entered into a definitive merger agreement (the "Merger Agreement") for Qualcomm to acquire Atheros,-in a deal valued at approximately $3.2 billion (the "Merger"), Under the terms of the Merger, Atheros shareholders will receive $45.00 per share in cash for each share of Atheros they own.
Instead of allowing Atheros' shareholders to benefit from the Company's improving growth potential, the Merger will provide Qualcomm — while the Company's stock remains undervalued — with the ability to recognize the remarkable potential Atheros has as a company in the rapidly growing wireless market. In addition to the benefits conferred on Qualcomm to the detriment of the Company's shareholders, the Merger will also provide Atheros insiders with a windfall in the form of lucrative continued employment, change-of-control benefits, and the immediate cash out of stock options and restricted stock units ("RSUs"), whether or not they are currently vested.
Moreover, the proposed acquisition is a coercive transaction designed to divest Atheros' shareholders of their interest in the Company without material information necessary to cast an informed vote in favor of the Merger.
As such, the Merger, if consummated, will unlawfully divest Atheros' public stockholders of their holdings in the Company.
In pursuing the unlawful plan to facilitate the Merger, each of the Defendants violated applicable law by directly breaching and/or aiding the other Defendants' breaches of their fiduciary duties of loyalty, due care, independence, good faith and fair dealing.
On April 11, 2011, the defendants filed a motion to dismiss. The motion was dismissed as moot on June 25, 2011. The plaintiffs are permitted to file an Amended Complaint, which they did on June 30, 2011.
On December 12, 2011, Joel Krieger was appointed the lead plaintiff and Faruqi & Faruqi, LLP as lead counsel.
On May 29, 2012, the Court issued an Order granting defendants' motions to dismiss. Plaintiff’s claims under Section 14(a) and 20(a) of the Securities Exchange Act are dismissed without prejudice. Plaintiff’s equitable claim for attorneys’ fees and expenses is dismissed with prejudice. Because Plaintiff’s equitable claim for attorneys’ fees and expenses was the only claim asserted against Qualcomm and T Merger, these Defendants are dismissed with prejudice. Plaintiff may file an amended complaint that addresses the deficiencies identified in this Order by June 21, 2012.
On June 13, 2012, the Court issued an Order granting the stipulation for dismissal of this action. The Clerk was directed to close the file.