According to the complaint, EasyLink is a global provider of communication applications that enable enterprises of all sizes to communicate securely and profitably with their customers, trading partners and other third parties. The Company delivers its cloud-based applications-as-a-service through a business integration network (BIN) comprised of enterprise-class platforms located in worldwide redundant and secure network operations centers. The Company operates in two segments: the On Demand Messaging segment (On Demand), which includes all electronic fax, e-mail, document capture and management (DCM), workflow and notifies services, and the Supply Chain Messaging segment (Supply Chain), which includes all of its EDI and telex services.
On May 1, 2012, Defendants announced that EasyLink and Open Text entered into a definitive merger agreement whereby each share of EasyLink common stock would be purchased for $7.25 in cash by Open Text.
On June 6, 2012, the Defendants issued a definitive proxy statement purporting to detail the process by which the Board, Open Text, and the Board’s financial advisor entered into the takeover agreement, as well as the assumptions the Board and its financial advisor made in determining that the takeover price of $7.25 is fair from a financial standpoint to EasyLink shareholders.
The complaint alleges that the definitive proxy statement falls far short of providing the necessary details that would enable Plaintiffs and EasyLink’s shareholders to decide whether to vote in favor of the takeover or seek appraisal rights. These missing details render the definitive proxy statement false and materially misleading and, more importantly, prevent Plaintiffs and EasyLink shareholders from intelligently and rationally deciding for themselves whether they approve of the takeover or desire to seek appraisal.
In June 29, 2012, the Court issued an Order that this action be administratively terminated pending a resolution of the proposed settlement of the state court litigation and determination of the scope of the release.
On December 21, 2012, Notice was filed that the parties stipulate to Plaintiffs' voluntary dismissal with prejudice following approval of the settlement in the state court litigation.