According to the Complaint, Acacia invests in intellectual property and related absolute return assets, and engages in the licensing and enforcement of patented technologies.
This action stems from defendants’ dissemination of a materially incomplete proxy statement filed with the United States Securities and Exchange Commission on December 10, 2019.
On November 18, 2019, Acacia's Board of Directors caused Acacia to enter into a securities purchase agreement with Starboard Value LP and certain of its affiliates (collectively, the “Buyers”). Pursuant to the terms of the Purchase Agreement, Acacia issued to the Buyers:
(i) an aggregate of 350,000 shares of Series A Convertible Preferred Stock; and
(ii) warrants to purchase up to 5,000,000 shares of the Company’s common stock, in exchange for a cash payment of $35 million.
The Proxy Statement recommends that Acacia’s stockholders vote on proposals for the:
Approval, for purposes of Nasdaq Rules 5635(b) and 5635(d), as applicable, of (i) the voting of the Preferred Shares on an as-converted basis and (ii) the issuance of the maximum number of shares of our common stock issuable in connection with the potential future (A) conversion of the Preferred Shares and (B) exercise of Warrants, in each case, without giving effect to the Exchange Cap (as defined in the Proxy Statement) set forth in the Certificate of Designations (as defined in the Proxy Statement) and in the Series A Warrants, issued pursuant to the Securities Purchase Agreement, dated November 18, 2019, by and among the Company, Starboard Value and the investors listed therein; and Approval of an amendment to our Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of our common stock by 200,000,000 shares, or from 100,000,000 shares to 300,000,000 shares.
If the Company’s stockholders approve the Proposals, the Company will issue to Starboard warrants to purchase up to 100,000,000 shares of common stock, and may issue up to $365 million in senior secured notes.
The Complaint alleges that the Proxy Statement omits material information, which renders the Proxy Statement false and misleading.