Robbins Geller Rudman & Dowd LLP Files Class Action Suit Against Epicor Software Corporation
30 Avril 2011 - 1:41AM
Business Wire
Robbins Geller Rudman & Dowd LLP (“Robbins Geller”)
(http://www.rgrdlaw.com/cases/epicor/) today announced that a class
action has been commenced in the United States District Court for
the Central District of California on behalf of all persons who
held shares of the common stock of Epicor Software Corporation
(“Epicor”) (NASDAQ:EPIC) on April 4, 2011, against Epicor and
certain of its officers and/or directors and their related parties,
and Eagle Parent, Inc., its wholly-owned subsidiary Element Merger
Sub, Inc. and Apax Partners, L.P. (collectively, “Apax”), for
violations of §14(d)(7) of the Securities Exchange Act of 1934
(“1934 Act”) and Rule 14d-10 promulgated thereunder, in connection
with the tender offer by Apax for Epicor (the “Tender Offer”).
If you wish to serve as lead plaintiff, you must move the Court
no later than 60 days from today. If you wish to discuss this
action or have any questions concerning this notice or your rights
or interests, please contact plaintiff’s counsel, Darren Robbins of
Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at
djr@rgrdlaw.com. If you are a member of this class, you can view a
copy of the complaint as filed or join this class action online at
http://www.rgrdlaw.com/cases/epicor/. 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.
The complaint alleges that the Tender Offer is being made
pursuant to an Agreement and Plan of Merger (the “Merger
Agreement”) entered into between Apax and Epicor and approved by
the Company’s Board of Directors. The signing of the Merger
Agreement was announced on April 4, 2011. Apax launched the Tender
Offer on April 11, 2011, offering to pay each public shareholder of
Epicor $12.50 per share. The Tender Offer is set to expire on May
6, 2011.
The complaint alleges that as part of the Tender Offer, Apax has
agreed to pay certain Epicor insiders (the “Rollover Shareholders”)
additional and different consideration that Apax has not offered to
pay to Epicor’s other shareholders. Specifically, Apax has entered
into Support Agreements with the Rollover Shareholders that provide
that the Rollover Shareholders will support the transactions
contemplated by the Merger Agreement but not tender their shares to
Apax. Instead, the Rollover Shareholders will have their shares
purchased directly by Apax and then have the opportunity to receive
alternate consideration from Apax in the form of an equity
investment in the surviving Company. The additional and different
consideration being paid by Apax to the Rollover Shareholders is an
integral part of the Tender Offer and is being paid as
consideration in return for the Rollover Shareholders’ endorsement
and/or their agreement to cooperate with Apax in consummating the
Tender Offer. According to the complaint, Apax’s improper agreement
with the Rollover Shareholders violates §14(d)(7) of the 1934 Act
and Rule 14d-10 promulgated thereunder.
Plaintiff seeks to recover damages on behalf of all holders of
Epicor common stock on April 4, 2011 (the “Class”). The plaintiff
is represented by Robbins Geller, which has expertise in
prosecuting investor class actions and extensive experience in
actions involving financial fraud.
Robbins Geller, a 180-lawyer firm with offices in San Diego, San
Francisco, New York, Boca Raton, Washington, D.C., Philadelphia and
Atlanta, is active in major litigations pending in federal and
state courts throughout the United States and has taken a leading
role in many important actions on behalf of defrauded investors,
consumers, and companies, as well as victims of human rights
violations. The Robbins Geller Web site (http://www.rgrdlaw.com)
has more information about the firm.
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