On Tuesday in the District of Delaware, two stockholders filed complaints against real estate software company RealPage and members of its Board of Directors for securities violations over the proposed sale of the company to a private equity firm, citing omissions and material misinformation in the Proxy Statement.
According to the plaintiffs, in December 2020, RealPage announced that it entered into an Agreement and Plan of Merger to sell RealPage to private equity firm Thoma Bravo L.P. Pursuant to the Merger Agreement terms, “each RealPage stockholder will receive $88.75 in cash for each share of RealPage common stock they own.” In February 2021, RealPage allegedly filed a Proxy Statement with the SEC, recommending that RealPage stockholders vote in favor of the Proposed Transaction. However, the plaintiffs contended that the Proxy Statement contained material misrepresentations or omissions concerning: “(i) the Company’s financial projections and the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by the Company’s financial advisor, BofA Securities, Inc. (“BofA”); (ii) the potential conflicts of interest faced by the Company’s insiders; and (iii) the background of the Proposed Transaction.” As a result, the plaintiffs averred that RealPage’s stockholders will be “irreparably harmed” by these purported misrepresentations and omissions because they “prevent (stockholders) from making a sufficiently informed voting or appraisal decision on the Proposed Transaction.”
RealPage is accused of violating Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (Exchange Act) and Securities and Exchange Commission (SEC) Rule 14a-9 promulgated thereunder.
The plaintiffs in the respective actions have sought to enjoin the stockholder vote on the Proposed Transaction unless and until the alleged violations are resolved, as well as other relief.