Class Action Vs. Brocade by Robbins Geller

Robbins Geller Rudman & Dowd LLP (Robbins Geller) announced that a class action has been commenced on behalf of holders of Brocade Communications Systems, Inc. common stock on December 12, 2016, in connection with the acquisition of Brocade by Broadcom Limited and its affiliates. 

This action was filed in the Northern District of California and is captioned Mathew v. Brocade Communications Systems, Inc., et al., No. 17-cv-00237.

The complaint charges Brocade, its board of directors and Broadcom with violations of the Securities Exchange Act of 1934 in connection with the acquisition of Brocade by Broadcom. 

Brocade’s networking solutions help the world’s leading organizations turn their networks into platforms for business innovation.

On November 2, 2016, Brocade and Broadcom announced that they had entered into a definitive merger agreement under which Brocade will be acquired by Broadcom. Following a vote of Brocade shareholders approving the proposed acquisition, under the terms of the merger agreement, Brocade stockholders will receive just $12.75 in cash for each share of Brocade common stock held.

The complaint alleges that in an attempt to secure shareholder support for the proposed acquisition, on December 6, 2016, defendants issued a materially false and misleading Preliminary Proxy Statement on Schedule 14A, and on December 20, 2016, defendants issued a materially false and misleading Definitive Proxy Statement on Schedule 14A. The proxy, which recommends that Brocade shareholders vote in favor of the proposed acquisition, omits and/or misrepresents material information about the unfair consideration offered in the proposed acquisition and the actual intrinsic value of the company on a standalone basis and as a merger partner for Broadcom, including information regarding critical data and inputs underlying the financial analyses supporting the fairness opinion of Brocade’s financial advisor.

The complaint alleges the omitted or misstated information is material to Brocade shareholders’ ability to assess whether they believe the company is worth more on a standalone basis than the consideration offered by Broadcom, and thus shareholders cannot make the determination whether to vote for or against the proposed acquisition.

Plaintiff seeks injunctive relief on behalf of holders of Brocade common stock on December 12, 2016.  The plaintiff is represented by Robbins Geller, which has experience in prosecuting investor class actions including actions involving financial fraud.

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Alleging violations of SEC Act of 1934
2017.01.09 | Press Release