According to the Complaint, Xplore Technologies Corp. ("Xplore" or the "Company") is engaged in the development, integration, and marketing of rugged mobile personal computer and hand held devices. Its rugged devices are designed to withstand hazardous conditions, such as extreme temperatures, driving rain, repeated vibrations, dirt, dust, and concussive shocks. The intrinsically safe, ruggedized, and reliable nature of Xplore products facilitates the extension of traditional computing systems to a broader range of field personnel, including energy pipeline inspectors, public safety responders, warehouse workers, and pharmaceutical scientists. The Company’s end-user customers include major telecommunications companies, leading heavy equipment manufacturers, vehicle manufacturers, healthcare providers, oil and gas production companies, the military, and first responders.
This action stems from a proposed transaction announced on July 5, 2018 (the “Proposed Transaction”), pursuant to which Xplore will be acquired by Zebra Technologies Corporation (“Parent”) and its wholly owned subsidiary, Wolfdancer Acquisition Corp. (“Merger Sub,” and together with Parent, “Zebra Technologies”).
On July 5, 2018, Xplore’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with Zebra Technologies. Pursuant to the terms of the Merger Agreement, Merger Sub commenced a tender offer (the “Tender Offer”) to acquire all of Xplore’s outstanding common stock for $6.00 in cash for each share of Xplore common stock. The Tender Offer is set to expire 12:00 a.m. midnight, New York City time, at the end of the day on August 13, 2018.
On July 17, 2018, Defendants filed a Solicitation/Recommendation Statement (the “Solicitation Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. The Complaint alleges that the Solicitation Statement omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading.