According to the Complaint, on June 5 2017, OpenText and the Company announced they had entered into an Agreement and Plan of Merger (“Merger Agreement”), by which OpenText, through its wholly owned subsidiary, Cypress Merger Sub, Inc., (“Merger Sub”), will acquire all of the outstanding shares of Covisint in a cash transaction in which Covisint stockholders will receive $2.45 in cash for each share of Covisint common stock (the “Proposed Transaction”). The Proposed Transaction has an equity value of approximately $103 million.
On June 15, 2017, Covisint filed a Preliminary Proxy Statement on a Schedule 14A (the “Proxy”) with the SEC. The Complaint alleges the Proxy is materially deficient and misleading because, it fails to disclose material information regarding the Company’s financial projections, GAAP reconciliation of the non-GAAP financial measures contained in the Company’s projections, which were prepared by Company management and relied upon by Evercore Group LLC (“Evercore”), the Company’s financial advisor, the financial analysis performed by Evercore to support its opinion on the fairness of the Proposed Transaction, and the background of the Proposed Transaction.
On July 18, 2017, the Court issued an Order Consolidating Cases. The Consolidated Cases shall be identified as: In re Covisint Corp. Shareholder Litigation.
This case was voluntarily dismissed as moot on September 28, 2017.