According to the Complaint, this action is brought as a class action by Plaintiff on behalf of himself and the other public holders of the common stock of Silver Spring Networks, Inc. (“Silver Spring” or the “Company”) against the Company and the members of the Company’s board of directors (collectively, the “Board” or “Individual Defendants,” and, together with Silver Spring, the “Defendants”) for their violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §§ 78n(a), 78t(a), SEC Rule 14a-9, 17 C.F.R. 240.14a-9, and Regulation G, 17 C.F.R. § 244.100 in connection with the proposed merger (the “Proposed
Merger”) between Silver Spring and Itron, Inc. (“Itron”).
Silver Spring creates, builds, and deploys large-scale networks and solutions enabling the Internet of Things (“IoT”) for critical infrastructure such as energy via a smart grid network platform, gas, water, and street lights.
Silver Spring is incorporated in Delaware and maintains its principal executive offices in San Jose, California. The Company’s common stock trades on the NYSE under the ticker symbol “SSNI.”
On September 17, 2017, the Board caused the Company to enter into an agreement and plan of merger (“Merger Agreement”), pursuant to which the Company’s shareholders stand to receive $16.25 in cash for each share of Silver Spring stock they own (the “Merger Consideration”), representing $956.6 million in equity value.
The Complaint alleges that on November 2, 2017, in order to convince Silver Spring shareholders to vote in favor of the Proposed Merger, the Board authorized the filing of a materially incomplete and misleading Preliminary Proxy Statement on a Schedule 14A (the “Proxy”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act.