According to the Complaint, Network Engines, Inc. ("NEI" or the Company) is a leading provider of purpose-built, server-based application platforms, appliances, and lifecycle support services for software developers and original equipment manufacturers worldwide.

The Complaint alleges that this action arises from Defendants' violations of state law and sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder. These violations arose in connection with the proposed acquisition of the Company by UNICOM first announced on June 19, 2012. Following an inadequate sales process, Defendants agreed to the proposed acquisition pursuant to which the Company's shareholders will be cashed out for only $1.45 per share. As part of their efforts to seek shareholder approval of the proposed acquisition, Defendants also filed a false and materially misleading Form 14A Preliminary Proxy Statement with the SEC on July 27, 2012.