Law Street Media

Coupa Software Shareholder Opposes Sale to Software VC Thoma Bravo

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On Tuesday, a stockholder of Coupa Software Incorporated sued the company and its board of directors for filing an inaccurate or incomplete proxy statement with the Securities and Exchange Commission (SEC) in connection with its $8 billion sale to Thoma Bravo, one of the largest software investors in the world. The December-announced acquisition, if consummated, will turn the NASDAQ-traded company private with shareholders receiving $81 per share, the suit explained.

Coupa is a San Mateo, Calif. management solutions company offering a cloud-based platform that connects its customers with suppliers worldwide. “Coupa provides visibility into and control over how companies spend money, optimize supply chains, and manage liquidity, as well as enables businesses to achieve savings that drive profitability,” the suit says. Founded in 2006, the company reportedly serves businesses across sectors, including healthcare and pharmaceuticals, retail, financial services, manufacturing, and technology.

In the last year, Thoma Bravo has bought up SailPoint and Anaplan for a total of $17 billion, according to The Information. As previously reported, shareholders contested the purchase of Anaplan as well as Thoma Bravo’s 2021 purchase of Medallia, a customer and employee experience software management company.

The present suit takes issue with several aspects of the January 23-filed proxy statement, which recommends that Coupa stockholders vote their shares in favor of the proposed deal. The complaint alleges that the proxy statement either fails to disclose material aspects of the transaction or provides shareholders with misleading information concerning (i) Coupa’s financial projections; (ii) the financial analyses underlying the fairness opinion provided by Coupa’s financial advisor Qatalyst; and (iii) potential conflicts of interest faced by Coupa insiders.

The suit seeks to halt the deal, currently set to close in the second half of 2023, until the alleged defects are remedied. The plaintiff is represented by Acocelli Law PLLC.

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