According to the Complaint, Red Hat, Inc. is a global provider of open source software solutions to meet the information technology needs of enterprises and service providers.

On October 28, 2018, Red Hat and IBM issued a joint press release announcing they had entered into an Agreement and Plan of Merger dated October 28, 2018 (the “Merger Agreement”) to sell Red Hat to IBM. Under the terms of the Merger Agreement, each Red Hat stockholder will receive $190.00 in cash for each share of Red Hat common stock they own (the “Merger Consideration”). The Proposed Transaction is valued at approximately $34.0 billion.

On December 12, 2018, Red Hat filed a Definitive Proxy Statement on Schedule 14A with the SEC. The Complaint alleges that the Proxy Statement, which recommends that Red Hat stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the data and inputs underlying the financial valuation analyses that support the fairness opinions provided by the Company’s financial advisors; (ii) the background process leading to the Proposed Transaction; and (iii) financial advisors' potential conflicts of interest.

This case was voluntarily dismissed on January 8, 2019.