According to the law firm press release, pursuant to the terms of the Merger Agreement, which was unanimously approved by the Board, Ruckus shareholders received $6.45 in cash and 0.75 of Brocade stock per Company share owned. The complaint alleges that the offer was inadequate, failing to reflect the Company's positive financial results and prospects, as reflected in recently issued earning release for the first quarter 2016 and at least one analyst's target price of $15.00 per share.
The complaint also alleges that the Schedule 14D-9 Solicitation/Recommendation Statement ("14D-9") filed with the Securities and Exchange Commission ("SEC") on April 29, 2016 provided materially incomplete and misleading information about the Company and the Proposed Transaction, in violation of 14(d)(4), 14(e), and 20(a) of the Exchange Act and Rule 14d-9. Specifically, the 14D-9 contains materially incomplete and misleading information concerning: (i) the background of the Proposed Transaction; (ii) the Company's internal financial data forecasts; and (iii) the financial analyses of the Proposed Transaction performed by the financial advisors involved, including Morgan Stanley.
Furthermore, according to the complaint, the Merger Agreement included a non-solicitation provision, matching and information rights provisions, and a $50 million termination fee which essentially ensured that a superior bidder would not emerge, as any potential suitor would be deterred from expending the time, cost, and effort of making a superior proposal while knowing that Brocade can easily foreclose a competing bid.
This case was voluntarily dismissed on September 15, 2016.