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Jeweltex Manufacturing Inc. Retirement Plan, Et Al. V. Qlik

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Jeweltex Manufacturing Inc. Retirement Plan, Et Al. V. Qlik Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 1 of 37 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF PENNSYLVANIA JEWELTEX MANUFACTURING INC. ) RETIREMENT PLAN, NICLAS ) LUNDGREN, THOMAS LUNDGREN, On ) Behalf of Themselves and All Others ) Case No. Similarly Situated, ) ) Plaintiffs, ) CLASS ACTION ) v. COMPLAINT FOR ) VIOLATION OF THE QLIK TECHNOLOGIES, INC., BRUCE ) FEDERAL SECURITIES LAWS GOLDEN, LARS BJÖRK, JOHN GAVIN, ) JR., DEBORAH HOPKINS, ALEX OTT, ) JURY TRIAL DEMANDED STEFFAN TOMLINSON and PAUL WAHL, ) Defendants. Plaintiffs Jeweltex Manufacturing Inc. Retirement Plan, Niclas Lundgren, and Thomas Lundgren (“Plaiqntiffs”), by and through their undersigned counsel, for its complaint against defendants, alleges upon personal knowledge with respect to itself, and upon information and belief based upon, inter alia, the investigation of counsel as to all other allegations herein, as follows: NATURE OF THE ACTION 1. This is a class action brought on behalf of the public stockholders of Qlik Technologies, Inc. (“Qlik” or the “Company”) against Qlik and its Board of Directors (the “Board” or the “Individual Defendants”) for their violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14a-9 promulgated thereunder and to enjoin the vote on a proposed transaction, pursuant to which Qlik will be acquired by Thoma Bravo, LLC (“Thoma Bravo”) through Thoma Bravo’s affiliates Project Alpha Holding, LLC (“Parent”) and Project Alpha Merger Corp. (“Merger Sub”) (the “Proposed Transaction”). Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 2 of 37 2. On June 2, 2016, Qlik issued a joint press release announcing that the Company had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to sell Qlik to Thoma Bravo. Under the terms of the Merger Agreement, Thoma Bravo will acquire all outstanding shares of Qlik for $30.50 in cash per Qlik common share (the “Merger Consideration”). The Proposed Transaction is valued at approximately $3 billion. 3. The Proposed Transaction is the result of an unfair process and provides the Company’s stockholders with inadequate consideration. As further described below, both the value to Qlik stockholders contemplated in the Proposed Transaction and the process by which defendants propose to consummate the Proposed Transaction are fundamentally unfair to Plaintiffs and the other public stockholders of the Company. 4. Furthermore, the Board agreed to lock up the deal with a number of coercive deal protection devices in the Merger Agreement, including: (i) a “no-solicitation” clause that prevents the Company from soliciting, and subject to minimal exceptions, from providing non-public information to potential alternate bidders; (ii) an “information rights” provision that requires the Company to promptly advise Thoma Bravo of any proposal or inquiries received from other parties, including the material terms and conditions of the proposal and the identity of the party making the proposal; (iii) “matching rights” that allow Thoma Bravo four (4) business days to match any superior offer, plus an additional two (2) day period following a material amendment to the terms and conditions of a superior offer or the submission of a new offer; (iv) a “no-waiver” provision restricting the Company and its subsidiaries from terminating, amending, modifying or waiving any material provision of any confidentiality or similar agreement to which Qlik or any of its subsidiaries is a party; and (v) a provision requiring Qlik to pay a termination fee of $103,350,000 if the Company decides to pursue a competing offer. The collective effect of these 2 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 3 of 37 provisions is to chill any potential post-deal market check. 5. Additionally, Qlik insiders stand to gain handsomely from the Proposed Transaction. In addition to gaining liquidity for their otherwise illiquid shares and options, Company management will continue in their positions after closing and Qlik will continue to operate as an independent standalone entity. Motivated by the lucrative incentives of continued employment and substantial payments upon closing, the Board voted unanimously to approve the Proposed Transaction. 6. Finally, compounding the unfairness of the Proposed Transaction, on July 6, 2016, Qlik filed a Definitive Proxy Statement on Schedule 14A (the “Proxy”) with the U.S. Securities and Exchange Commission (“SEC”). The Proxy, which recommends that Qlik stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the valuation analyses prepared by the Company’s financial advisor, Morgan Stanley & Co. LLC (“Morgan Stanley”), in connection with the rendering of its fairness opinion; (ii) Qlik management’s projections, utilized by Morgan Stanley in its financial analyses; and (iii) material information concerning the sale process leading up to the Proposed Transaction. The failure to adequately disclose such material information constitutes a violation of Sections 14(a) and 20(a) of the Exchange Act as stockholders need such information in order to cast a fully- informed vote in connection with the Proposed Transaction. 7. In short, the Proposed Transaction is designed to unlawfully divest Qlik’s public stockholders of the Company’s valuable assets without fully disclosing all material information concerning the Proposed Transaction to Company stockholders. To remedy defendants’ Exchange Act violations, Plaintiffs seek to enjoin the stockholder vote on the Proposed Transaction unless and until such problems are remedied. 3 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 4 of 37 JURISDICTION AND VENUE 8. This Court has jurisdiction over the claims asserted herein for violations of Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder pursuant to Section 27 of the Exchange Act. 9. This Court has jurisdiction over the defendants because each defendant is either a corporation that conducts business in and maintains operations within this District, or is an individual with sufficient minimum contacts with this District so as to make the exercise of jurisdiction by this Court permissible under traditional notions of fair play and substantial justice. 10. Venue is proper in this District pursuant to 28 U.S.C. § 1391 because Plaintiffs’ claims arose in this District, where a substantial portion of the actionable conduct took place, where most of the documents are electronically stored, and where the evidence exists. Qlik is incorporated in Delaware and is headquartered in this District. Moreover, each of the Individual Defendants, as Company officers or directors, either resides in this District or has extensive contacts within this District. PARTIES 11. Plaintiffs are, and have been at all times relevant hereto, continuous stockholders of Qlik. 12. Defendant Qlik is a Delaware corporation with its principal executive offices located at 150 N. Radnor Chester Road, Suite E220, Radnor, Pennsylvania 19087. The Company is a leader in visual analytics delivering solutions for self-service data visualization and guided analytics. Qlik’s common stock is traded on the NASDAQ under the ticker symbol “QLIK.” 4 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 5 of 37 13. Defendant Bruce Golden (“Golden”) has been Chairman of the Board since September 2009 and a director of the Company since November 2004. Defendant Golden is Chair of the Nominating and Corporate Committee, and a member of the Compensation Committee. 14. Defendant Lars Björk (“Björk”) has been President and Chief Executive Officer (“CEO”) of the Company since October 2007. Defendant Björk has been a director of the Company since October 2004. 15. Defendant John Gavin, Jr. (“Gavin”) has been a director of the Company since February 2010. Defendant Gavin is Chair of the Audit Committee. 16. Defendant Deborah Hopkins (“Hopkins”) has been a director of the Company since April 2011. Defendant Hopkins is a member of the Nominating and Governance Committee. 17. Defendant Alex Ott (“Ott”) has been a director of the Company since November 2004. Defendant Ott is Chair of the Compensation Committee. 18. Defendant Steffan Tomlinson (“Tomlinson”) has been a director of the Company since January 2013. Defendant Tomlinson is a member of the Audit Committee. 19. Defendant Paul Wahl (“Wahl”) has been a director of the Company since October 2004. Defendant Wahl is a member of the Audit Committee. 20. Defendants Golden, Björk, Gavin, Hopkins, Ott, Tomlinson and Wahl are collectively referred to herein as the “Board” or the “Individual Defendants.” OTHER RELEVANT ENTITIES 21. Thoma Bravo is a private equity investment firm that invests with a particular focus on application and infrastructure software and technology enabled services. The firm currently manages a series of private equity funds representing more than $16.0 billion of equity commitments. 5 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 6 of 37 22. Parent is a Delaware limited liability company that was formed by an affiliate of Thoma Bravo. 23. Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent that was formed by an affiliate of Thoma Bravo. CLASS ACTION ALLEGATIONS 24. Plaintiffs bring this action as a class action pursuant to Rule 23 of the Federal Rules of Civil Procedure on behalf of all persons and entities that own Qlik common stock (the “Class”). Excluded from the Class are defendants and their affiliates, immediate families, legal representatives, heirs, successors or assigns and any entity in which defendants have or had a controlling interest. 25. Plaintiffs’ claims are properly maintainable as a class action under Rule 23 of the Federal Rules of Civil Procedure. 26. The Class is so numerous that joinder of all members is impracticable. While the exact number of Class members is unknown to Plaintiffs at this time and can only be ascertained through discovery, Plaintiffs believe that there are thousands of members in the Class.
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