According to the Complaint, this action stems from a proposed transaction announced on July 28, 2016 (the “Proposed Transaction”), pursuant to which NetSuite Inc. (“NetSuite” or the “Company”) will be acquired by Oracle Corporation (“Ultimate Parent”), OC Acquisition LLC (“Parent”), and its wholly-owned subsidiary, Napa Acquisition Corporation (“Merger Sub,” and together with Ultimate Parent and Parent, “Oracle”).
On July 28, 2016, NetSuite’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Oracle commenced a tender offer, set to expire on September 15, 2016, and stockholders of NetSuite will receive $109.00 per share in cash.
The Complaint alleges on August 18, 2016, defendants issued materially incomplete disclosures in the Solicitation/Recommendation Statement (the “Solicitation Statement”) filed with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. The Solicitation Statement fails to disclose material information regarding the Proposed Transaction.