Gigamon provides a visibility platform to allow companies to manage, secure, and understand their data across their networks, and offers active visibility into physical and virtual network traffic.
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 Gigamon Inc. (“Gigamon” 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 Gigamon, 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 Gigamon and Elliott
Management Corporation (“Elliott”).
On October 26, 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 $38.50 in cash for each share of Gigamon stock they own (the “Merger Consideration”), representing $1.6 billion in equity value.
The Complaint alleges that on November 13, 2017, in order to convince Gigamon 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.