Anaplan Inc., operator of a “cloud-native” platform geared towards business performance, has been sued by a shareholder over software investment firm Thoma Bravo’s proposed purchase. The Southern District of New York complaint, filed late last week, asserts that the board-sanctioned proxy statement fails to disclose material information, leaving shareholders in the dark about numerous aspects of the deal.
The filing claims that the board of San Francisco, Calif.-based Anaplan unanimously approved the deal, pursuant to which common stockholders are set to receive $66 per share. The companies’ joint announcement, purportedly reprinted in the complaint, says that absent delays, the deal should close in the first half of the year.
The plaintiff takes issue with the proxy statement filed with the Securities and Exchange Commission (SEC) on May 2. Specifically, certain financial projections, analyses performed by financial advisors Goldman Sachs & Co. LLC and Qatalyst Partners LP, background information, and potential conflicts of interest preclude shareholders from judging the fairness of the deal, the complaint said.
The lawsuit points to several financial analyses and says that some of their underlying inputs were wrongfully withheld. In addition, the proxy statement purportedly fails to specify whether the financial advisors or any company leader allowed anonymous bidders referred to in the complaint as “Private Equity Firm A” and “Private Equity Firm C” the opportunity to submit a revised bid to acquire Anaplan prior to finalizing the terms of the merger with Thoma Bravo.
“Notably, the high end of Private Equity Firm C’s March 8, 2022 proposal is $2.00 higher than the $66.00 merger consideration agreed to in the Proposed Transaction,” the complaint points out.
The plaintiff sets forth two securities law causes of action and seeks to halt the transaction until the missing information is disclosed, or in the event that the deal wins approval, unwinding the merger and awarding rescissory damages. The shareholder is represented by Acocelli Law PLLC.
