According to the Complaint, on May 31, 2016, Vista Equity Partners Fund VI, L.P. and its affiliates (collectively, “Vista”) and the Company announced that it had entered into an Agreement and Plan of Merger dated May 27, 2016 (the “Merger Agreement”) by which Vista, through its affiliates Milestone Holdco, LLC (“Milestone”) and Milestone Merger Sub, Inc. (“Merger Sub”, and collectively with Milestone, “Merger Subs”), would acquire all of the outstanding shares of Marketo in an all-cash transaction for $35.25 per share in cash (the “Proposed Transaction”). The Proposed Transaction is valued at approximately $1.79 billion and is expected to close in the third quarter of 2016. The stockholder vote on the Proposed Transaction is scheduled for July 28, 2016.
On June 29, 2016, the Company filed a Schedule 14A definitive proxy statement (“Proxy Statement”) with the SEC. The Complaint alleges the Proxy Statement is materially deficient and misleading because , it fails to disclose material information about (i) potential conflicts of interest affecting the Company’s management, including with respect to discussions with Vista regarding continued employment and rollover equity; (ii) the process leading to the Merger Agreement; (iii) the financial analysis of Morgan Stanley & Co. LLC (“Morgan Stanley”), the Board’s financial advisor; and (iv) the Company’s financial projections. Without all material information Marketo stockholders cannot make an informed decision about whether to vote in favor of the Proposed Transaction or pursue their appraisal rights.
This case was voluntarily dismissed on September 9, 2016.