According to the Complaint, Finjan Holdings, Inc. is a cybersecurity company, provides intellectual property licensing and enforcement services in the United States and internationally.
Plaintiff brings this stockholder class action on behalf of himself and all other public stockholders of Finjan Holdings, Inc., against Finjan and the Company’s Board of Directors, for violations of Sections 14(e) and 20(a) of the Securities and Exchange Act of 1934 and breaches of fiduciary duty as a result of Defendants’ efforts to sell the Company to CFIP Goldfish Holdings LLC as a result of an allegedly unfair process for an unfair price, and to enjoin an upcoming tender offer on a proposed all cash transaction valued at approximately $43.9 million.
The terms of the Proposed Transaction were memorialized in a June 10, 2020, filing with the Securities and Exchange Commission on Form 8-K attaching the definitive Agreement and Plan of Merger. Under the terms of the Merger Agreement, Finjan will become an indirect wholly-owned subsidiary of Fortress, and Finjan stockholders will receive only $1.55 in cash for each share of Finjan common stock they own. Following successful completion of the tender offer, Fortress will acquire all remaining shares not tendered in the offer through a merger at the same price as in the tender offer.
On June 24, 2020, Finjan filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC in support of the Proposed Transaction. The Complaint alleges that the Recommendation Statement is materially deficient, deprives Finjan’s stockholders of the information they need to make an intelligent, informed and rational decision of whether to tender their shares in favor of the Proposed Transaction, and is thus in breach of the Defendants' fiduciary duties. Specifically, the Complaint alleges the Recommendation omits and/or misrepresents material information concerning, among other things: (a) the sales process and in particular certain conflicts of interest for management; (b) the financial projections for Finjan, provided by Finjan to the Company’s financial advisor; and (c) the data and inputs underlying the financial valuation analyses, if any, that purport to support the fairness opinions created by Atlas and provide to the Company and the Board.