According to the Complaint, on June 2, 2016, Qlik Technologies, Inc. (“Qlik” or the “Company”) issued a joint press release announcing that the Company had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to sell Qlik to Thoma Bravo, LLC (“Thoma Bravo”). Under the terms of the Merger Agreement, Thoma Bravo will acquire all
outstanding shares of Qlik for $30.50 in cash per Qlik common share (the “Merger Consideration”). The Proposed Transaction is valued at approximately $3 billion. On July 6, 2016, Qlik filed a Definitive Proxy Statement on Schedule 14A (the “Proxy”) with the U.S. Securities and Exchange Commission (“SEC”).
The Complaint alleges the Proxy, which recommends that Qlik stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the valuation analyses prepared by the Company’s financial advisor, Morgan Stanley & Co. LLC (“Morgan Stanley”), in connection with the rendering of its fairness opinion; (ii) Qlik management’s projections, utilized by Morgan Stanley in its financial analyses; and (iii) material information concerning the sale process leading up to the Proposed Transaction. The failure to adequately disclose such material information constitutes a violation of Sections 14(a) and 20(a) of the Exchange Act as stockholders need such information in order to cast a fully informed vote in connection with the Proposed Transaction.