This action stems from a proposed transaction announced on September 28, 2017 (the “Proposed Transaction”), pursuant to which Exa Corporation (“Exa” or the “Company”) will be acquired by Dassault Systemes Simulia Corp. (“Parent”) and 3DS Acquisition 3 Corp. (“Merger Sub,” and together with Parent “Dassault”) through a tender offer currently set to expire on November 9, 2017 (the “Tender Offer”).
On September 27, 2017, Exa’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with Dassault. Pursuant to the terms of the Merger Agreement, shareholders of Exa will receive $24.25 in cash for each share of Exa common stock.
On October 12, 2017, defendants filed a Solicitation/Recommendation Statement (the “Solicitation Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction.
The Complaint alleges that the Solicitation Statement omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading. The Plaintiff alleges that Defendants violated Sections 14(e), 14(d), and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”) in connection with the Solicitation Statement.