Faruqi & Faruqi, LLP Announces Filing of a Class Action Lawsuit Against Ruckus Wireless, Inc.
Notice is hereby given that Faruqi & Faruqi, LLP has filed a class action lawsuit in the United States District Court of Delaware, case no. 1:16-cv-00340, on behalf of shareholders of Ruckus Wireless, Inc. (“Ruckus” or the “Company”) (NYSE:RKUS) who hold Ruckus securities and have been harmed by Ruckus’s and its board of directors’ (the “Board”) alleged violations of Sections 14(d)(4), 14(e), and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) in connection with the proposed sale of the Company to Brocade Communications Systems, Inc. (“Brocade”).
On April 3, 2016, the Company announced it had entered into an Agreement and Plan of Merger (“Merger Agreement”) under which Brocade would acquire all of the outstanding shares of Ruckus (the “Proposed Transaction”).
The complaint also charges Ruckus and the Board with violations of SEC Rule 14d-9, 17 C.F.R. §240.14d-9(d) (“Rule 14d-9”).
Pursuant to the terms of the Merger Agreement, which was unanimously approved by the Board, Ruckus shareholders received $6.45 in cash and 0.75 of Brocade stock per Company share owned. The complaint alleges that the offer was inadequate, failing to reflect the Company’s positive financial results and prospects, as reflected in recently issued earning release for the first quarter 2016 and at least one analyst’s target price of $15.00 per share.
The complaint also alleges that the Schedule 14D-9 Solicitation/Recommendation Statement (“14D-9”) filed with the Securities and Exchange Commission (“SEC”) on April 29, 2016 provided materially incomplete and misleading information about the Company and the Proposed Transaction, in violation of 14(d)(4), 14(e), and 20(a) of the Exchange Act and Rule 14d-9. Specifically, the 14D-9 contains materially incomplete and misleading information concerning: (i) the background of the Proposed Transaction; (ii) the Company’s internal financial data forecasts; and (iii) the financial analyses of the Proposed Transaction performed by the financial advisors involved, including Morgan Stanley.
Furthermore, according to the complaint, the Merger Agreement included a non-solicitation provision, matching and information rights provisions, and a $50 million termination fee which essentially ensured that a superior bidder would not emerge, as any potential suitor would be deterred from expending the time, cost, and effort of making a superior proposal while knowing that Brocade can easily foreclose a competing bid.
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member. If you wish to discuss this action, or have any questions concerning this notice or your rights or interests, please contact Juan E. Monteverde, Esq. via telephone at (877) 247-4292 or (212) 983-9330 or via e-mail at firstname.lastname@example.org.
Please tell us about yourself by completing the form below and we will provide you with additional
information at no cost to you on how to join the Class Action.
* The submission of this form does not create an attorney-client relationship.
Juan E. Monteverde
Faruqi & Faruqi, LLP
685 Third Avenue 26th Floor
New York, NY 10017
Tel: (212) 983-9330
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