According to the Complaint, Mattersight Corporation ("Mattersight") is a leader in behavioral analytics and a pioneer in personality-based software products.
On April 26, 2018, Mattersight issued a press release announcing it had entered into an Agreement and Plan of Merger with NICE dated April 25, 2018 (the “Merger Agreement”) to sell Mattersight to NICE Systems, Inc.
On May 10, 2018, Mattersight filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”) with the SEC. The Complaint alleges that the Recommendation Statement, which recommends that Mattersight stockholders tender their shares in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Mattersight’s financial projections, including the financial projections relied upon by Mattersight’s financial advisor; (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by Mattersight's financial advisor; and (iii) Mattersight insiders’ potential conflicts of interest. The alleged failure to adequately disclose such material information constitutes a violation of Sections 14(d), 14(e) and 20(a) of the Exchange Act as Mattersight stockholders need such information in order to make a fully informed decision whether to tender their shares in favor of the Proposed Transaction or seek appraisal.