According to the Complaint, this is a class action brought by Plaintiff on behalf of himself and the other ordinary shareholders of BroadSoft, Inc. (“BroadSoft” or the “Company”), except Defendants (defined below) and their affiliates, against BroadSoft and the members BroadSoft’s board of directors (the “Board” or the “Individual Defendants”) for their violations of Section 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15.U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. 240.14a-9, in connection with the proposed merger (the “Proposed Merger”) between BroadSoft and Cisco Systems, Inc., through its subsidiary Brooklyn Acquisition Corp., (collectively “Cisco”).
On October 20, 2017, the Board caused the Company to enter into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Cisco, pursuant to which, BroadSoft shareholders will be entitled to receive $55.00 for each share of common stock they own (the “Merger Consideration").
The Complaint alleges that on November 13, 2017, the Board authorized the filing of a materially incomplete and misleading proxy statement on Schedule 14A (the “Proxy”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act.