ARI Shareholder Seeks ‘Missing’ Information Regarding Proposed Merger

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ARI Network Services, Inc. and its board of directors are the defendants in a proposed class action lawsuit that claims they misled stockholders in a proxy statement they issued regarding a proposed acquisition by affiliates of True Wind Capital Management, LLC. The proxy statement – which the suit says, “was designed to convince stockholders to vote in favor of the Proposed Transaction” – is allegedly missing information concerning the background process of the deal, details of the valuation analyses performed by the company’s financial advisor, and disclosures about potential conflicts of interest among ARI’s board of directors.

The plaintiff argues that ARI must reveal more information concerning alternate offers received by the company, including the offer prices and certain provisions included in non-disclosure agreements. He further claims that the proxy statement is missing “key inputs and assumptions” used in the analyses performed by ARI’s financial advisor to assess the fairness of the deal. Additionally, the plaintiff seeks disclosure of any discussions with ARI’s board of directors regarding future employment with the new company.

Without this information, the suit says, stockholders are unable to fairly determine whether to vote in favor of the deal.