Forum Home Page [see Broadridge note belo

w]

The Shareholder Forumtm

support for appraised intrinsic value realization

of stock investments in

TIBCO Software Inc.

 
 

AVR Status

TIBCO reported approval of the Merger Agreement by holders of 67% of outstanding shares on December 3, 2014, and the merger became effective on December 5, 2014.

Shareholders who satisfied requirements for an appraisal demand will be able to decide whether to hold or sell the rights, or simply withdraw the demand at any time up to 60 days after the effective date of merger to accept the $24.00 per share offer price.

 
     

Forum reference:

Class action lawsuit concerning failure to correct miscalculated offer price

 

For a copy of the complaint in the lawsuit referenced below, see

 

Source: Bloomberg, November 5, 2014 article

Bloomberg.com   Businessweek.com

Bloomberg

Tibco Directors Faulted Over $100 Million Vista Deal Loss

By Jef Feeley | Nov 5, 2014 3:53 PM ET

Tibco Software Inc. (TIBX)’s board left $100 million on the table after failing to rectify a mistake by Goldman Sachs Group Inc. (GS) in what turned out to be a $4.2 billion buyout by Vista Equity Partners, an investor said in a lawsuit.

Directors of Palo Alto, California-based Tibco didn’t push to have Vista officials honor an agreement to pay $100 million more than the final price for the software maker, after a miscount of the company’s outstanding shares by New York-based Goldman Sachs, its financial adviser, Tibco shareholder Paul Hudelson said in the complaint filed today in state court in Delaware.

A spreadsheet mix-up during the deal’s negotiations led Goldman Sachs to provide Vista with incorrect share numbers tied to the $24-a-share offer, Tibco officials said in a filing with the U.S. Securities and Exchange Commission last month.

“Goldman gets paid huge amounts by Tibco’s stockholders to advise the company and as a result of Goldman’s failure to do its job right, $100 million moves from the pockets of Tibco’s investors into Vista’s pockets,” Mark Lebovitch, one of Hudelson’s lawyers, said today in an interview. “This can’t be right.”

The suit comes the same day as New York-based Goldman Sachs estimated in an SEC filing that it’s “reasonably possible” legal losses in the third quarter dropped by 22 percent to $2.5 billion. The investment bank had pegged its potential legal losses at $3.2 billion.

Goldman Hired

Leslie Moore, a Tibco spokeswoman, didn’t immediately return a call seeking comment on the lawsuit. Vista officials weren’t immediately available for comment. Michael DuVally, a Goldman Sachs spokesman, declined to comment on the case.

Tibco, which makes software for businesses, hired Goldman Sachs to help explore the possibilities of a sale to private-equity firms, people with knowledge of the matter told Bloomberg News in September.

Praesidium Investment Management Co., Tibco’s sixth-largest shareholder, sent a letter to the board in August seeking a sale of the company after profit fell short of estimates.

Vista Equity, a private-equity firm focused on data, software and technology-enabled businesses, outbid other suitors for the computer firm and agreed to pay $4.3 billion, Hudelson said in the suit.

Because of the miscue over the shares, Vista wound up paying a total of $4.2 billion instead of the negotiated price, the investor said.

‘Professional Malpractice’

Along with Tibco’s board, Hudelson also sued Vista Equity and Goldman Sachs officials over the $100 million difference in the amount paid as part of the acquisition.

The investor accuses Goldman Sachs in the suit of engaging in “professional malpractice/professional negligence” for failing to “properly account for Tibco’s equity.”

The case is Hudelson v. Ranadive, CA No. 10319, Delaware Chancery Court (Wilmington).

To contact the reporter on this story: Jef Feeley in Wilmington, Delaware at jfeeley@bloomberg.net

To contact the editors responsible for this story: Michael Hytha at mhytha@bloomberg.net Andrew Dunn

 

©2014 Bloomberg L.P. All Rights Reserved

 

 

 

The project supporting investor interests in TIBCO Software Inc. is being conducted by the Shareholder Forum for the benefit of Participants that have reserved Appraised Value Rights ("AVR") Managment, subject to conditions including standard Forum policies that each Participant is expected to make independent use of information obtained through the Forum and that participation is considered private unless the Participant specifically authorizes identification.

Inquiries may be sent to tibx@shareholderforum.com.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.