NEW YORK, Aug. 10, 2018 (GLOBE NEWSWIRE) -- Gainey McKenna & Egleston announces that a class action lawsuit has been filed against CA, Inc. (“CA” or the “Company”) (NYSE: CA) and its board of directors (the “Board”), on behalf of a class consisting of all public stockholders of CA who have been harmed by CA in connection with alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”). The class action stems from the proposed sale of CA to Broadcom Inc. (AVGO) (“the Proposed Transaction”).
The Complaint alleges that Defendants have violated the above-referenced Sections of the Exchange Act by causing a materially incomplete and misleading preliminary proxy statement (the “Proxy”) to be filed with the Securities and Exchange Commission (“SEC”) on July 24, 2018. The Proxy recommends that CA shareholders vote in favor of a proposed transaction (the “Proposed Transaction”) whereby CA is acquired by Broadcom Inc. The Proposed Transaction was first disclosed on July 11, 2018, when CA and Broadcom Inc. announced that they had entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which Broadcom Inc. will acquire all of the outstanding shares of common stock of CA for $44.50 per share (the “Merger Consideration”). The deal is valued at approximately $18.9 billion and is expected to close in the fourth quarter of 2018.
The Complaint also alleges that the Proposed Transaction does not make economic sense. CA is a software company; Broadcom is a hardware company. The Complaint alleged that there are few, if any, synergies expected with the Proposed Transaction.
Furthermore, the Proxy is materially incomplete and contains misleading representations and information in violation of Sections 14(a) and 20(a) of the Exchange Act. Specifically, the Proxy contains materially incomplete and misleading information concerning the sales process, financial projections prepared by CA management, as well as the financial analyses conducted by Qatalyst Partners LP (“Qatalyst Partners”), CA’s financial advisor.
If you wish to discuss your rights or interests regarding this class action, please contact Thomas J. McKenna, Esq. or Gregory M. Egleston, Esq. of Gainey McKenna & Egleston at (212) 983-1300, or via e-mail at tjmckenna@gme-law.com or gegleston@gme-law.com.
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