According to the Complaint, Barracuda designs and delivers security and data protection solutions. The Company
offers cloud-enabled solutions that address security threats, improve network performance, and protect and store data. Barracuda’s platform incorporates subscription-based security and data protection solutions that are connected to its cloud services, which enable continuous software updates, offsite redundancy and distributed capacity. The Company’s solutions are delivered as cloud-enabled appliances and virtual appliances, as well as public cloud and Software-as-a-Servicebased solutions.
On November 27, 2017, Barracuda issued a press release announcing it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to sell Barracuda to Thoma Bravo for $27.55 in cash per Barracuda common share (the “Merger Consideration”). The Proposed Transaction is valued at approximately $1.6 billion.
The Complaint alleges that the Defendants filed a materially incomplete and misleading Proxy Statement with
the SEC and disseminated it to Barracuda’s stockholders, and that the Proxy Statement misrepresents or omits material information that is necessary for the Company’s stockholders to make an informed decision whether to vote their shares in favor of the Proposed Transaction or seek appraisal.
This case was voluntarily dismissed on April 2, 2018.