TIBCO AVR Reference

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support for appraised intrinsic value realization

of stock investments in

TIBCO Software Inc.

TIBCO AVR Home Page

TIBCO AVR Reference

For related issues, see

Appraisal Rights

for Intrinsic Value Realization

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.

TIBCO AVR Reference

AVR Reports

News Reports

Reference Material

■ Company Reports

■ Investor Reports

■ Legal and Regulatory

AVR Reports

November 18, 2014 Forum Report: Appraisal Rights to Realize Intrinsic Value of TIBCO and Other Buyouts

News Reports

November 25, 2014 Wall Street Journal | MoneyBeat: "Judge Won’t Halt Tibco Deal Because of Spreadsheet Error" [Court will not delay December 3 buyout vote to address miscalculated value]
November 11, 2014 Reuters: "Vista Equity takes unusual risks with private equity fund" [Public pension interests in private equity buyer]
November 10, 2014 Diginomica: "CEO sees TIBCO as ‘going private’ trendsetter" [Founder-CEO following Dell example to realize long term enterprise value]
November 5, 2014 Bloomberg: "Tibco Directors Faulted Over $100 Million Vista Deal Loss" [Class action lawsuit concerning failure to correct miscalculated offer price]
October 16, 2014 Wall Street Journal | MoneyBeat: "Spreadsheet Mistake Costs Tibco Shareholders $100 Million" [Board of directors recommends shareholder acceptance of miscalculated offer price]
October 3, 2014 Reuters: "JPM, others underwrite aggressive Tibco buyout loan - sources" [Identities of parties informed of credit presentations]
September 29, 2014 New York Times | DealBook: "Tibco Software Agrees to Sell Itself to a Private Equity Firm for $4.3 Billion" [Buyout by private equity firm to profit from realization of intrinsic value]
August 6, 2014 Wall Street Journal: "Tibco Reaches Out to Potential Buyers" [Management seeks private equity buyout partners under activist pressure]

Reference Material

Company Reports (see TIBCO Software Inc. Investor Information)
- December 5, 2014, TIBCO Software Inc., SEC Forum 8-K: Completion of merger and related transactions (31 pages, 275 KB, in PDF format)
- December 5, 2014, TIBCO Software Inc., SEC Forum 8-K/A: Report of final vote count approving Merger Agreement at December 3, 2014 shareholder meeting (4 pages, 74 KB, in PDF format); see also preliminary report of vote in December 4, 2014, TIBCO Software Inc., SEC Forum 8-K: Report of December 3, 2014 shareholder vote approving Merger Agreement and expectation to conclude transaction on December 5, 2014 (4 pages, 74 KB, in PDF format)
- October 29, 2014, TIBCO Software Inc., SEC Forum DEFM14A: Proxy Statement for special meeting of stockholders on December 3, 2014 (188 pages, 1.0 MB, in PDF format); for a copy bookmarked for sections relating to appraisal rights, click here
- September 29, 2014, TIBCO Software Inc. press release: "TIBCO to Be Acquired By Vista Equity Partners for $24.00 Per Share in Cash"
- June 11, 2014 TIBCO Software Inc. press release: "TIBCO Comments on Letter from Praesidium"
Investor Reports
Legal and Regulatory
- November 25, 2014, Court of Chancery of the State of Delaware, In re TIBCO Software Inc. Stockholders Litigation (Consolidated C.A. No. 10319-CB): Memorandum Opinion (58 pages, 188 KB, in PDF format) [Plaintiff’s motion for preliminary injunction is denied]; see also November 5, 2014, Court of Chancery of the State of Delaware, In re TIBCO Software Inc. Stockholders Litigation (Consolidated C.A. No. 10319-CB): Verified Class Action Complaint (filed as Paul Hudelson v. Vivek Ranadive, et al.) (24 pages, 1.7 MB, in PDF format) [$100 million Goldman miscalculation]
- Delaware General Corporation Law, § 262. Appraisal Rights

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.