According to the Complaint, on April 28, 2017, the Company announced that it had entered into an agreement and plan of merger (the “Merger Agreement”), by which Marlin would commence a tender offer (the “Tender Offer”) to acquire all of the outstanding shares of Tangoe’s common stock at a purchase price of $6.50 per share in cash (the “Proposed Transaction”). At closing, Marlin intends to combine Tangoe with its existing portfolio company Asentinel. The Tender Offer is set to expire on June 13, 2017.
In connection with the commencement of the Tender Offer, on May 12, 2017, 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, inter alia, it fails to disclose material information about the financial projections prepared by the Company and relied upon by the Company’s financial advisor, and the potential conflicts of interest faced by Company executives.