According to the Complaint, on November 21, 2016, the Company announced that it had entered into a definitive agreement (the “Merger Agreement”) by which MACOM, through its wholly owned subsidiary, Merger Sub, would commence a tender offer (the “Tender Offer”) to acquire all of the outstanding shares of AppliedMicro in exchange for $3.25 in cash and 0.1089 MACOM shares per share of AppliedMicro (the “Proposed Transaction”). The Proposed Transaction is valued at approximately $770 million.
In connection with the commencement of the Tender Offer, on December 21, 2016, the Company filed a Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”) with the SEC. The Complaint alleges the Recommendation Statement is materially
deficient and misleading because it fails to disclose material information about the process leading to the Merger Agreement. Without all material information AppliedMicro stockholders cannot make an informed decision to exchange their shares in the Tender Offer.