Xactly Corporation is a pure-play, SaaS company that provides cloud-based enterprise software and services.

According to the Complaint, on May 29, 2017, the Board caused Xactly to enter into an agreement and plan of merger (the “Merger Agreement”) with Excalibur Parent LLC and Excalibur Merger Sub, Inc., affiliates of Vista Equity Partners Fund VI, L.P. (collectively, “Vista”). Pursuant to the terms of the Merger Agreement, stockholders of Xactly will receive $5.32 in cash and 0.2309 of a share in the newly combined company for each share they own.

On June 16, 2017, Defendants filed a Proxy Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading.

This case was voluntarily dismissed on August 3, 2017.