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

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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.

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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.”

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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.

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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. As of May

31, 2016, there were 94,208,706 shares of Company common stock issued and outstanding. All members of the Class may be identified from records maintained by Qlik or its transfer agent and may be notified of the pendency of this action by mail, using forms of notice similar to that customarily used in securities class actions.

27. Questions of law and fact are common to the Class and predominate over questions affecting any individual Class member, including, among others:

(a) Whether defendants have violated Section 14(a) of the Exchange Act and

Rule 14a-9 promulgated thereunder;

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(b) Whether the Individual Defendants have violated Section 20(a) of the

Exchange Act; and

(c) Whether Plaintiffs and the other members of the Class would suffer irreparable injury were the Proposed Transaction consummated.

28. Plaintiffs will fairly and adequately protect the interests of the Class, and have no interests contrary to or in conflict with those of the Class that Plaintiffs seek to represent. Plaintiffs have retained competent counsel experienced in litigation of this nature.

29. A class action is superior to all other available methods for the fair and efficient adjudication of this controversy. Plaintiffs know of no difficulty to be encountered in the management of this action that would preclude its maintenance as a class action.

30. Defendants have acted on grounds generally applicable to the Class with respect to the matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole.

SUBSTANTIVE ALLEGATIONS

Company Background and Strong Financial Outlook

31. Qlik is a software company based in Radnor, Pennsylvania. The Company is best known for its QlikView and Qlik Sense business intelligence and visualization software. Qlik was founded in 1993 in Lund, Sweden as a software company focusing on business intelligence. The

Company has raised significant amounts of capital since its founding, primarily from a syndicate that included Accel Partners. Qlik went public in 2010.

32. The Company has a base of over 35,000 customers worldwide who rely on Qlik’s patented engine technology. Its platform solutions today are delivered for self-service data visualization, guided analytics applications, embedded analytics and reporting. Qlik sells its products directly to customers, as well as through indirect channel partners.

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33. The Company’s recent financial results underscore its promising prospects. On

October 22, 2015, the Company reported its financial results for the third quarter of 2015. For the quarter, Qlik reported an 8% increase in revenues to $141.2 million, compared to revenues of

$131.3 million year over year. License revenue for the third quarter was $69.8 million, an increase of 3% from $67.5 million year over year. On a constant currency basis, license revenue increased

15% year over year. Commenting on the financial results, defendant Björk stated:

Our comprehensive platform approach to analytics is resonating well with customers and partners, and we are seeing strong adoption of Qlik Sense. We are confident in our differentiated position within our large market opportunity, and we expect to achieve our full year goals of reaccelerating revenue growth and driving margin expansion.

34. On February 11, 2016, Qlik issued a press release announcing its financial results for the fourth quarter and full year 2015. For the fourth quarter, Qlik reported a 12% increase in revenues to $205.5 million, compared to revenues of $182.8 million year over year. License revenue for the fourth quarter was $126.1 million, an increase of 12% from $112.6 million year over year. On a constant currency basis, license revenue increased by 21% year over year. For the fiscal year, the Company reported revenues of $612.7 million, a 10% increase year over year.

License revenue for the full year was $327.0 million, an increase of 9% year over year. On a constant currency basis, license revenue increased by 21% year over year. Commenting on these favorable results, defendant Bjorn remarked:

2015 was an exciting year for Qlik as we achieved 21% constant currency license revenue growth, an 800 basis points improvement versus 2014, driven by the strength of Qlik Sense® and our platform approach. In the fourth quarter, our strong results in the Americas and Europe offset continued weakness in Asia Pacific, which enabled us to exceed our fourth quarter constant currency revenue guidance.

35. On March 22, 2016, the Company issued a press release announcing its financial results for the first quarter of 2016. For the first quarter, Qlik reported a 15% increase in revenues

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to $138.0 million, compared to revenues of $120.3 million year over year. License revenue for the first quarter was $59.8 million, an increase of 9% from $54.8 million year over year. On a constant currency basis, license revenue increased 12% year over year. Commenting on these favorable results, defendant Björk remarked:

We are pleased with our performance in the first quarter. Our balanced business model and continued momentum with Qlik Sense® enabled us to deliver total revenue and non-GAAP operating results that exceeded the high-end of our first quarter guidance ranges. We are capitalizing on our growing market opportunity and the rising awareness for analytics and self-service visualization across all the customer segments we serve.

The Flawed Sale Process

36. From inception, the Board performed a fundamentally flawed process to sell the

Company. While the Board had the opportunity on multiple occasions to canvass the market to determine whether higher value was attainable for the Company’s assets and to its stockholders, the

Board members never conducted a market check and agreed to the Proposed Transaction without attempting to maximize stockholder value.

37. In early November 2015, a representative of a private equity firm (“Party A”) contacted defendant Björk and requested a meeting. Björk met with the representative of Party A on November 17, 2015.

38. On February 12, 2016, a representative of Thoma Bravo contacted Björk and requested a meeting.

39. On or about March 9, 2016, the Board determined to engage Morgan Stanley as its financial advisor, despite the fact that, in the last two years, Morgan Stanley has received between

$10-$15 million in fees for services provided to Thoma Bravo and its affiliates.

40. On March 10, 2016, Morgan Stanley met telephonically with a representative of a private equity firm (“Party B”) and with a representative of Thoma Bravo regarding the parties’

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potential interest in Qlik.

41. Party A and Party B subsequently requested permission to partner in their review of a potential transaction, and Party B expressed interest in pursuing a private investment in public equity (“PIPE”) transaction in lieu of a sale transaction.

42. On April 11, 2016, a financial buyer (“Party C”) contacted Morgan Stanley and stated that it was interested in learning more about Qlik and subsequently conducted due diligence.

43. On April 18 and April 19, 2016, the Company sent initial bid process letters to

Thoma Bravo, Party A, Party B, Party C, and five other financial sponsors.

44. On April 26, 2016, Party A and Party B, Party C, and Thoma Bravo submitted indications of interest. Party A and Party B jointly indicated a price of $30-$31 per share; Thoma

Bravo indicated a price of $32-$34 per share; and Party C submitted a letter expressing interest in a PIPE transaction. “Party E” also expressed interest in a PIPE transaction or an acquisition transaction at $28.44 per share.

45. On April 27, 2016, the Board met and discussed the PIPE structure proposed by the private equity firms. However, and despite the interest expressed by the various firms, the Board concluded that “these structures were viewed as unlikely to be in the best interests of Qlik and its stockholders.”

46. On May 3, 2016, “Party D” expressed interest in pursuing a PIPE transaction, other minority stake, or participating in an acquisition of Qlik with another financial sponsor at a valuation between $30.50-$32.00 per share.

47. On May 10, 2016, Morgan Stanley sent final bid process letters to only Party A,

Party B, and Thoma Bravo, setting a final bid deadline of May 31, 2016.

48. On May 20, 2016, a representative of Party A and Party B contacted Morgan

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Stanley and expressed that Party A and Party B would not be able to complete their due diligence by the final bid deadline.

49. On May 27, 2016, the Board formed a “Transaction Committee,” comprised of defendants Gavin, Golden, and Tomlinson.

50. On May 31, 2016, Morgan Stanley received a bid from Party A and Party B to acquire the Company for $28.00-$29.00 per share, as well as a bid from Thoma Bravo to acquire the Company for $29.00 per share. While Thoma Bravo’s bid required that Qlik negotiate exclusively with Thoma Bravo, Party A and Party B’s bid did not contain such a condition.

51. The Board met telephonically the following day. Despite Party A and Party B’s offer, the Board decided to continue to pursue discussions with only Thoma Bravo regarding a potential transaction, and granted Thoma Bravo exclusivity.

52. On June 2, 2016, the Board met and approved the Proposed Transaction with

Thoma Bravo. Later that day, the parties executed the Merger Agreement.

The Proposed Transaction is Inadequate

53. On June 2, 2016, following the Board’s approval, Qlik entered into the Merger

Agreement with subsidiaries of Thoma Bravo for inadequate consideration. The same day, Qlik issued a joint press release stating, in relevant part:

RADNOR, Pa.--Qlik (NASDAQ: QLIK) (the “Company”), a leader in visual analytics delivering intuitive solutions for self-service data visualization and guided analytics, today announced that, following a review of strategic alternatives, it has entered into a definitive agreement to be acquired by leading private equity investment firm Thoma Bravo, LLC in an all-cash transaction valued at approximately $3.0 billion. The agreement was unanimously approved by Qlik’s board of directors.

Under the terms of the agreement, Qlik shareholders will receive $30.50 in cash for each share of Qlik common stock they hold. This price represents a premium of 40% to the Company’s unaffected 10 day average stock price prior to March 3, 2016 of $21.83

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* * *

Qlik will maintain its corporate headquarters in Radnor, Pennsylvania and continue to service its customers globally led by its existing executive team. The proposed transaction is expected to close in the third quarter of 2016, subject to approval by Qlik’s shareholders and regulatory authorities and the satisfaction of customary closing conditions.

54. In the joint press release, Thoma Bravo Managing Partner Seth Boro commented on the benefits Thoma Bravo will enjoy as a result of the Proposed Transaction:

Qlik’s platform blends best-in-class associative analytics and visualizations with data governance, scalability and interoperability. We are excited by Qlik’s product roadmap and confident that we can apply our experiences working with market- leading software companies to accelerate Qlik’s growth and market share across all geographies.

55. The $30.50 per share Merger Consideration falls below Qlik’s trading price of

$31.94 on May 27, 2016, less than a week prior to the announcement of the Proposed Transaction.

56. Moreover, as recently as April 29, 2016, analyst Brent Thill at UBS set a $40.00 target price for Qlik, which is $9.50 above the $30.50 Merger Consideration. Further, analysts

Frank Sparacino at First Analysis Corp and Marshall Senk at Northland Securities Inc. set price targets of $33.00 and $32.00, respectively, as recently as May 4, 2016.

57. In an April 27, 2016 Bloomberg article entitled “Qlik Tech Said to Draw Bids From

Thoma Bravo, Bain, Permira,” author Beth Jinks noted that the Company was working with

Morgan Stanley to find potential buyers and had received preliminary offers from Thoma Bravo,

Bain Capital and Permira. The article noted that Qlik’s software is “an area technology giants from International Business Machines Corp. to Oracle Corp. have been investing in.”

58. On June 1, 2016, Barron’s published an article entitled “Qlik Will Likely Reject

P.E. Bid As Too Low, Says CLSA, Brean.” The article reported on a Reuters report that the

Company had received a bid of $28 to $30 per share from Thoma Bravo, and that analysts covering

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the Company thought the offer “is way too low, and will be rejected.” An excerpt of the analysis published by Brean Capital LLC analyst Yun Kim was provided in the article:

We note that at $30/share, it is valuing QLIK at EV/revenue multiples of 3.4x and 3.0x based on our/consensus CY16 and CY17 revenue estimates, respectively, with CY16 revenue growth rate at 16% and CY17 at 14% growth. We believe these valuation multiples significantly undervalue the company and are also significantly below the recent multiples paid by acquirers in the software industry. Hence, we expect the company to reject such an offer. Overall, we believe current positive business trends (including positive quarterly top-line results) are not likely to matter as much in the near term, as investors are more likely to focus on the strategic value of the company. While we do not have any insight into any possible strategic opportunity in this regard, we think the most likely outcome is for the company to commit to a multi-year margin expansion plan. We estimate the intrinsic value to be at least $40/share, which yields 4.2x EV/S based on our CY17 estimate. It also yields a P/E multiple of 29x when applying a 20% operating margin to our CY17 estimate (which yields $1.38 non-GAAP EPS).

Emphasis added.

59. On June 2, 2016, the same day the Proposed Transaction was announced, an article was published by Reuters entitled “Thoma Bravo to buy analytics firm Qlik in $3 billion deal.”

The article noted that Qlik is “the latest company to bow to pressure from activist hedge fund

Elliott Management Corp.” The article explains that Elliott Management Corp. (“Elliott”) disclosed an 8.8% stake in Qlik in March, and publicly stated that the Company was “ripe for being taken over by a larger technology peer.” Also in the article, Kim noted his surprise “by the low takeout value, which we believe could have some profound impact on valuation of both public and private BI vendors.”

The Board Impermissibly Locked Up the Proposed Transaction

60. The Merger Agreement contains deal protection devices which substantially increase the likelihood that the Proposed Transaction will be consummated, leaving Qlik’s public stockholders with no meaningful change of control premium for their shares. When viewed collectively, these provisions, which are detailed below, further the interests of Thoma Bravo,

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certain Individual Defendants and other Qlik insiders to the detriment of Qlik’s public stockholders and cannot represent a justified, appropriate or proportionate response to any threat posed by a potential third party bidder.

61. The Individual Defendants have agreed to the following unreasonable deal protection devices:

 A “no-solicitation” clause that prevents Qlik from soliciting, or its directors and officers from even participating in discussions which may lead to a superior proposal from any bidder (Merger Agreement, Section 5.03(a));

 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 (Merger

Agreement, Section 5.03(c));

 A “matching rights” provision that allows Thoma Bravo four (4) business days to re-negotiate with the Board after it is provided with written notice of the Board’s intention to make a change of recommendation, 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 (Merger

Agreement, Section 50.03(d));

 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 (Merger Agreement, Section

5.03(a)); and

 A termination fee of $103,350,000 payable by the Company to Thoma Bravo if

Qlik decides to pursue a competing bid (Merger Agreement, Section 8.03).

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62. The “no-solicitation” clause, the “information rights” provision, the “matching rights” provision, the “no-waiver” provision and the termination fee unfairly restrain the Individual

Defendants’ ability to solicit or engage in negotiations with any third party regarding a proposal to acquire all or a significant interest in the Company. The circumstances under which the Board may respond to a third party’s written bona fide proposal for an alternative acquisition that constitutes or would reasonably be expected to constitute a superior proposal are too narrowly circumscribed to provide an effective “fiduciary out” under the circumstances.

63. The reason behind these deal protection devices is clear: the absence of a meaningful premium for stockholders creates the very real potential that a third party bidder will attempt to usurp Thoma Bravo and submit a higher bid for Qlik. The possibility that a third-party bidder will emerge motivated Thoma Bravo to “lock-up” the Proposed Transaction by co-opting the Board and forcing them to adopt unreasonable deal protection devices that would ensure that

Thoma Bravo could purchase the Company for less than would otherwise be possible.

64. Taken as a whole, the foregoing deal protection devices and the voting agreements essentially foreclose the possibility that a third-party “white knight” could step forward to provide

Qlik stockholders with a premium for their shares, instead of the opportunistic and inadequate compensation offered by the Proposed Transaction.

Insiders’ Interests in the Proposed Transaction

65. Thoma Bravo and Qlik insiders are the primary beneficiaries of the Proposed

Transaction, not the Company’s public stockholders. The Board and the Company’s executive officers are conflicted because they will have secured unique benefits for themselves from the

Proposed Transaction not available to Plaintiffs and the public stockholders of Qlik.

66. Notably, according to the June 2, 2016 press release announcing the Proposed

Transaction, Qlik’s current management team will enjoy continued employment following

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consummation of the Proposed Transaction – a unique benefit not available to the Company’s public stockholders. The press release stated: “Qlik will maintain its corporate headquarters in

Radnor, Pennsylvania and continue to service its customers globally led by its existing executive team.”

67. While Qlik’s public stockholders are receiving inadequate consideration for their valuable Qlik holdings, the Company’s directors and officers will achieve a substantial payday.

Pursuant to the Merger Agreement, upon consummation of the merger, Qlik’s directors and officers will receive cash payments from the immediate vesting of all outstanding stock options and equity incentive plan awards, whether or not vested - an opportunity that would not otherwise be available. The Company’s directors and officers will also gain liquidity for their otherwise illiquid Company holdings. The following table summarizes the aggregate amount payable to the Company’s executive officers and non-employee directors for their

Qlik holdings, stock options and restricted stock units:

68. Further, if they are terminated in connection with the Proposed Transaction, Qlik’s named executive officers are set to receive substantial cash payments in the form of golden parachute compensation. Defendant Björk alone stands to receive over $13.2 million in golden

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parachute compensation if he is not retained after consummation of the Proposed Transaction, as detailed in the chart below:

69. Therefore, while Qlik’s public stockholders will be cashed out for an unfair price and foreclosed from participating in the future growth of the Company, certain Company insiders will substantially benefit—both monetarily and through potential continued employment if the

Proposed Transaction is consummated.

The Proxy Contains Numerous Material Misstatements or Omissions

70. Compounding the unfair sale process and the inadequacy of the Merger

Consideration, the defendants also filed the materially incomplete and misleading Proxy with the

SEC and disseminated it to Qlik’s stockholders. The Proxy misrepresents or omits material information that is necessary for the Company’s stockholders to make an informed decision whether to vote in favor of the Proposed Transaction.

71. Specifically, as set forth below, the Proxy fails to provide Company stockholders with material information or provides them with materially misleading information concerning: (i) the valuation analyses prepared by 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.

Accordingly, Qlik stockholders are being asked to vote for the Proposed Transaction without all material information at their disposal.

Material Omissions Concerning Morgan Stanley’s Financial Analyses

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72. The Proxy describes Morgan Stanley’s fairness opinion and the various valuation analyses it performed in support of its opinion. However, the description of Morgan Stanley’s fairness opinion and analyses fails to include key inputs and assumptions underlying these analyses. Without this information, as described below, Qlik’s public stockholders are unable to fully understand these analyses and, thus, are unable to determine what weight, if any, to place on

Morgan Stanley’s fairness opinion in determining whether to vote in favor of the Proposed

Transaction. This omitted information, if disclosed, would significantly alter the total mix of information available to Qlik’s stockholders.

73. Morgan Stanley performed a Comparable Public Company Analysis that was presented to the Board, yet the Proxy fails to disclose the objective selection criteria used by

Morgan Stanley to select the comparable companies and the individual multiples for each of the selected public companies analyzed by Morgan Stanley or, at a minimum, the low, mean, median, and high multiples of the selected companies. Without this information, stockholders have no idea where the “representative ranges of AV/Revenue for calendar years 2016 and 2017” that Morgan

Stanley selected fall in comparison to the comp set. Moreover, the Proxy fails to disclose how

Morgan Stanley selected the representative ranges as well as any benchmarking analyses Morgan

Stanley performed for Qlik in relation to the selected public companies. Thus, stockholders cannot assess the reasonableness of the multiple ranges selected by Morgan Stanley.

74. Omission of the objective selection criteria, individual multiples and the benchmarking analyses make the following Proxy information false and/or misleading:

(a) from pages 50-51 of the Proxy:

Comparable Public Company Analysis

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar

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companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for Qlik with comparable publicly available consensus equity analyst research estimates for selected companies, selected based on Morgan Stanley’s professional judgement and experience, that share similar business characteristics and/or other similar operating characteristics (these companies are referred to as the “comparable companies”). These comparable companies were the following:

 Aspen Technology, Inc.

 Blackbaud, Inc.

 CommVault Systems, Inc.

 comScore, Inc

 Endurance International Group Holdings, Inc.

 j2 Global, Inc

 Manhattan Associates, Inc

 MicroStrategy Incorporated

 NetSuite Inc.

 Pegasystems Inc.

 Splunk Inc.

 Tableau Software, Inc

 The Ultimate Software Group, Inc

For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value (“AV”), which Morgan Stanley defined as fully-diluted market capitalization plus debt, less cash and cash equivalents, to estimated revenue (“ AV/Revenue”), for calendar years 2016 and 2017, of Qlik and each of the comparable companies based on publicly available financial information for comparison purposes. Morgan Stanley used publicly available information for Qlik for this analysis for enhanced comparison with the comparable companies.

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of AV/Revenue for calendar years 2016 and 2017. For purposes of this analysis, Morgan Stanley utilized publicly

19 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 20 of 37

available estimates of revenue, prepared by equity research analysts, available as of May 31, 2016 (the last full trading day prior to the date on which Morgan Stanley rendered its opinion).

Based on the outstanding shares of Qlik’s common stock on a fully-diluted basis as provided by the Company as of May 18, 2016 (the latest information available at the time of calculation), and the selected ranges of AV/Revenue, the analysis resulted in estimated implied value per share of Qlik’s common stock as of May 31, 2016, rounded to the nearest $0.25, as follows: Implied Equity Value Per Share of Selected Comparable Qlik Qlik Common Calendar Year Financial Statistic Street Case Multiple Ranges Stock ($) Aggregate Value to Estimated 2016 Revenue 2.5x – 4.0x $ 22.00 – $32.50 Aggregate Value to Estimated 2017 Revenue 2.25x – 3.25x $ 22.75 – $30.50

No company utilized in the public trading comparables analysis is identical to Qlik. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Qlik’s control. These include, among other things, the impact of competition on Qlik’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Qlik and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

75. Similarly, Morgan Stanley performed a Precedent Transactions Analysis that was

presented to the Board, yet the Proxy fails to disclose the objective selection criteria used by

Morgan Stanley to selected the precedent transactions, as well as the observed transaction-by-

transaction dates, aggregate values, pricing multiples, and financial metrics. Similar to the

Comparable Public Company Analysis, the Proxy fails to disclose, at a minimum, the low, mean,

median, and high multiples of the selected transactions or how Morgan Stanley selected the

representative ranges of 3.4x to 4.3x for A/V LTM Revenue and 3.1x to 4.3x for AV/NTM

Revenue.

76. Omission of the individual transaction multiples make the following Proxy

information false and/or misleading:

(a) from pages 53-55 of the Proxy:

20 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 21 of 37

Precedent Transactions Analysis

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions that share some characteristics with the Merger. Morgan Stanley compared publicly available statistics for selected transactions involving businesses that Morgan Stanley judged to be similar in certain respects to Qlik’s business and aspects thereof based on Morgan Stanley’s experience and familiarity with Qlik’s industry that closed between 2010 and May 31, 2016 (the last full trading day prior to the date on which Morgan Stanley rendered its opinion). Morgan Stanley selected such comparable transactions because they shared certain characteristics with the Merger, most notably because they were in the cloud and software sectors and each had a transaction value of greater than $1 billion and all types of consideration. The following is a list of the transactions reviewed:

 Airwatch LLC / VMware, Inc.

 Autonomy Corporation plc / Hewlett Packard Company

 Concur Technologies, Inc. / SAP SE

 SuccessFactors, Inc. / SAP SE

 Mandiant Corp. / FireEye, Inc.

 Sourcefire, Inc. / Cisco Systems, Inc.

 SolarWinds, Inc. / Silver Lake Partners and Thoma Bravo, LLC

 Ariba, Inc. / SAP SE

 ArcSight, Inc. / Hewlett Packard Company

 ExactTarget, Inc. / Salesforce.com Inc.

 Responsys, Inc. / Oracle Corporation

 RightNow Technologies, Inc. / Oracle Corporation

 Acme Packet, Inc. / Oracle Corporation

 Taleo Corporation / Oracle Corporation

 Solera Holdings, Inc. / Vista Equity Partners

21 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 22 of 37

 Sybase, Inc. / SAP SE

 Informatica Corporation / Permira Funds

 SonicWALL, Inc. / Dell Inc

 DealerTrack Technologies, Inc. / Cox Automotive, Inc.

 Art Technology Group, Inc. / Oracle Corporation

 Kenexa Corporation / International Business Machines Corporation

 Interactive Data Corporation / Intercontinental Exchange, Inc.

 Blue Coat Systems, Inc. / Bain Capital Partners

 Blackboard, Inc. / Providence Equity Partners, L.L.C

 McAfee, Inc. / Intel Corporation

 Skillsoft Limited / Charterhouse Capital Partners LLP

 Sungard / Fidelity National Information Services, Inc.

 Misys plc / Vista Equity Partners

 Radiant Systems, Inc. / NCR Corporation

 VeriSign, Inc. / Symantec Corporation

 JDA Software Group, Inc. / RedPrairie CorporationQuest Software, Inc. /

Dell Inc.

 Eclipsys Corporation / Allscripts-Misys Healthcare Solutions, Inc

 Constant Contact, Inc. / Endurance International Group Holdings, Inc

 Lawson Software, Inc. / Infor and Golden Gate Capital

 Novell, Inc. / Attachmate Corporation

 Websense, Inc. / Raytheon Company

22 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 23 of 37

For each of the transactions listed above, Morgan Stanley noted the multiple of aggregate equity value of the transaction to (1) the last twelve months revenue and (2) the next twelve months revenue, based on publicly available information.

Morgan Stanley also reviewed a total of 63 select precedent transactions occurring between 2011 and March 31, 2016 which involved U.S. publicly listed companies in the technology sector and had a transaction value of greater than $1 billion and all types of consideration. For these transactions, Morgan Stanley noted the ratio of AV of the transaction to the target company’s revenue for the twelve (12)-month period prior to the announcement date of the applicable transaction, (“ LTM Revenue ”, and such ratio, “ AV/LTM Revenue ”), and the ratio of AV of the transaction to the target company’s revenue for the twelve (12)-month period following the announcement date of the applicable transaction (“ NTM Revenue ”, and such ratio, “ AV/NTM Revenue ”).

Based on its analysis of the relevant metrics and time frame for each of the transactions listed above and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of financial multiples of the transactions and applied these ranges of financial multiples to the last twelve months’ revenue and next twelve months’ revenue for Qlik to calculate a range of implied equity values per share for Qlik common stock. For purposes of the NTM Revenue, Morgan Stanley utilized publicly available consensus equity analyst research estimates. The following table summarizes Morgan Stanley’s analysis of implied equity value per share for Qlik common stock, rounded to the nearest $0.25: Implied Equity Value Precedent Transactions Financial Representative Per Share of Qlik Statistics Ranges Common Stock ($) Precedent Multiples (Street Case) Aggregate Value to Estimated LTM Revenue 3.4x – 4.3x $ 25.75 – $31.50 Aggregate Value to Estimated NTM Revenue 3.1x – 4.3x $ 27.00 – $35.50

Morgan Stanley compared the foregoing ranges of implied equity value per share of Qlik common stock to (1) the closing price per share of Qlik common stock of $28.70 on May 31, 2016, the last full trading day prior to the date on which Morgan Stanley rendered its opinion, and (2) the Per Share Merger Consideration of $30.50.

No company or transaction utilized in the precedent transactions analysis is identical to Qlik or the Merger. In evaluating the precedent transactions, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Qlik’s control. These include, among other things, the impact of competition on Qlik’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Qlik and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared. The

23 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 24 of 37

fact that points in the range of implied present value per share of Qlik derived from the valuation of precedent transactions were less than or greater than the Per Share Merger Consideration is not necessarily dispositive in connection with Morgan Stanley’s analysis of the Per Share Merger Consideration, but one of many factors Morgan Stanley considered.

77. With respect to the Discounted Cash Flow (“DCF”) Analysis Morgan Stanley performed on Qlik, the Proxy fails to disclose the individual inputs and assumptions that Morgan

Stanley used for the selection of discount rates of 10.3% to 11.8%.

78. Omission of the key inputs and assumptions underlying the discount rate Morgan

Stanley used in its DCF Analysis make the following Proxy information false and/or misleading:

(a) from pages 52-53 of the Proxy:

Discounted Cash Flow Analysis

Morgan Stanley conducted a discounted cash flow analysis, which is designed to provide an implied value of an asset using estimates of the future unlevered free cash flows generated by the asset, taking into consideration the time value of money with respect to those future cash flows by calculating their “present value.” The “unlevered free cash flows” refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. Specifically, unlevered free cash flow represents Adjusted EBITDA, less stock- based compensation, less cash taxes, less increase in operating working capital, less capital expenditures, as applicable. “Present value” refers to the current value of the future cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro- economic assumptions and estimates of risk, the opportunity cost of capital and other appropriate factors. “Terminal value” refers to the present value of all future cash flows generated by the asset for periods beyond the projections period.

Morgan Stanley calculated the present value of unlevered free cash flows for Qlik (1) for the calendar years 2016 through 2021 based upon the six-year projections provided by Qlik’s senior management team and (2) for the calendar years 2022 through 2025 based upon extrapolations from the projections in the Bidder Case, Higher Revenue Growth Case, Faster Margin Improvement Case and Historical Performance Case, which extrapolations were approved by Qlik and prepared for Morgan Stanley’s use in connection with its financial analyses and

rendering its fairness opinion. Morgan Stanley did not conduct a discounted cash flow analysis on the Aggressive Cloud Strategy Case due to the large degree of uncertainty around the long-term free cash flow projections for this case.

24 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 25 of 37

Morgan Stanley also calculated a range of terminal values for Qlik at December 31, 2025 by applying a perpetual growth rate ranging from 2.0% to 4.0% to the unlevered free cash flows of Qlik. Morgan Stanley selected this perpetual growth rate range based on the application of Morgan Stanley’s professional judgment and experience. The unlevered free cash flows and the range of terminal values were then discounted to present values at May 31, 2016 using a range of discount rates from 10.3% to 11.8%, which range of discount rates was selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect Qlik’s estimated weighted average cost of capital.

This analysis indicated the following range of implied equity value per share for Qlik common stock, rounded to the nearest $0.25: Implied Equity Value Per Share of Qlik Financial Forecast Case Common Stock Bidder Case $ 28.50 – $39.75 Higher Revenue Growth Case $ 28.50 – $39.75 Faster Margin Improvement Case $ 30.00 – $41.50 Historical Performance Case $ 20.50 – $28.50

79. Without such undisclosed information, Qlik stockholders cannot evaluate for themselves whether the financial analyses performed by Morgan Stanley were based on reliable inputs and assumptions or whether they were prepared with an eye toward ensuring that a positive fairness opinion could be rendered in connection with the Proposed Transaction. In other words, full disclosure of the omissions identified above is required in order to ensure that stockholders can fully evaluate the extent to which Morgan Stanley’s opinions and analyses should factor into their decision whether to tender their shares.

Material Omissions Concerning Qlik’s Financial Projections

80. The Proxy indicates that Morgan Stanley on certain financial forecasts for fiscal years 2016-2025 in rendering its fairness opinion. However, the Proxy fails to disclose the Bidder

Case, Higher Revenue Growth Case, Faster Margin Improvement Case, and Historical

25 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 26 of 37

Performance Case financial forecasts provided by Qlik management and relied upon and extrapolated by Morgan Stanley for purposes of its analysis, for fiscal years 2022-2025, for the following items: (i) Total Revenue; (ii) Non-GAAP Gross Profit; (iii) Adjusted EBITD; (iv)

Adjusted EBITDA; (v) Taxes (or tax rate); (vi) Capital Expenditures; (vii) Changes in Net

Working Capital; (viii) Stock-Based Compensation; and (ix) Any other adjustments to unlevered free cash flow.

81. In addition, the Proxy fails to disclose the Board’s basis for instructing management to “further develop alternative scenarios to the Bidder Case reflecting assumptions different from those underlying the Bidder Case.”

82. The failure to disclose the financial forecast information and related information set forth above, renders the following information from the Proxy false and/or misleading:

(a) from pages 57-58 of the Proxy:

In connection with the Board of Directors’ review of potential strategic alternatives and its evaluation of a potential sale transaction, Qlik’s management team prepared projections of Qlik’s financial performance for the fiscal years 2016 through 2021 (the “ Bidder Case ”). The Bidder Case was prepared to assist potential buyers participating in the process in valuing the Company. The Board of Directors reviewed the Bidder Case and authorized management to provide the Bidder Case to potential buyers, including Thoma Bravo. The Board of Directors also simultaneously instructed management to further develop alternative scenarios to the Bidder Case reflecting assumptions different from those underlying the Bidder Case as discussed with the Board of Directors. Accordingly, management prepared financial projections for the fiscal years 2016 through 2021 reflecting the four alternative scenarios described below (the “ Higher Revenue Growth Rates Case ”, the “ Faster Margin Improvement Case ”, the “ Aggressive Cloud Strategy Case ” and the “ Historical Performance Case ” and collectively with the Bidder Case, the “ Management Projections ”).

(b) from page 62 of the Proxy:

Unlevered Free Cash Flows

Additionally, at the direction of Qlik management, Morgan Stanley calculated, based on the financial projections provided by Qlik management, unlevered free

26 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 27 of 37

cash flows for fiscal years 2016 through 2025 with respect to the Bidder Case, Higher Revenue Growth Case, Faster Margin Improvement Case and Historical Performance Case, for use in connection with its financial analysis.

The following is a summary of the unlevered free cash flows, which were prepared as described above, reviewed by and approved by Qlik management, and used by Morgan Stanley for the purposes of its financial analyses, and which are defined as Adjusted EBITDA, less cash taxes, less stock-based compensation, less increase in operating working capital, less capital expenditures.

A reconciliation of adjusted EBITDA to GAAP net income for the period covered by the management forecasts is included earlier in this section. Qlik is unable to provide a further quantitative reconciliation of unlevered free cash flows to GAAP metrics because of the difficulty in predicting the adjusting items in future periods. Moreover, Qlik does not believe, after taking into consideration the explanation of the definition of unlevered free cash flow, that additional quantitative reconciliation would have probable significance to investors.

(amounts in millions)

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Bidder Case $ 53 $ 72 $ 122 $ 147 $ 176 $ 201 $ 238 $ 279 $ 326 $ 376 Higher Revenue Growth Case $ 53 $ 57 $ 98 $ 140 $ 174 $ 205 $ 241 $ 283 $ 331 $ 384 Faster Margin Improvement Case $ 53 $ 78 $ 129 $ 171 $ 206 $ 245 $ 277 $ 311 $ 348 $ 389 Historical Performance Case $ 46 $ 37 $ 70 $ 101 $ 127 $ 149 $ 170 $ 195 $ 222 $ 252

83. These statements in the Proxy are rendered false and/or misleading by the

omissions identified in ¶80-81 as this information is integral to stockholders’ evaluation of the

Merger Consideration. Indeed, these financial projections provide a sneak peek into Qlik’s

expected future performance (i.e., growth/profitability) and, consequently, its value as a standalone

entity. More importantly, however, this expected performance is more reliable than similar

forecasts prepared by third-party analysts and other non-insiders as it comes from members of

corporate management who have their fingers on the pulse of the Company. Accordingly, it is no

surprise that financial projections are among the most highly sought after disclosures by

stockholders in the context of corporate transactions such as this.

27 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 28 of 37

Material Omissions Concerning the Flawed Sale Process

84. The Proxy also fails to disclose material information relating to, among other things, the sales process leading up to the Proposed Transaction, including:

(a) With respect to Morgan Stanley’s potential conflicts of interest: (i) the details of

Morgan Stanley’s potential conflicts of interest relative to Elliott discussed at the March 21, 2016

Board meeting; and (ii) “the details of Morgan Stanley’s potential conflicts of interest relative to

Party A, Party B, Thoma Bravo and certain of their respective portfolio companies known to

Morgan Stanley, as well as updated due diligence conducted as to Morgan Stanley’s potential conflicts of interest relative to Elliott” discussed at the May 25, 2016 Board meeting;

(b) The Board’s basis for failing to contact Party A and Party B regarding an increase to their $ 28.00 - $29.00 per share offer before negotiating exclusivity with Thoma Bravo based on its nearly identical final bid submission of $29.00 per share;

(c) With respect to the June 1, 2016 Board meeting, the “risks [and potential benefits] to the proposed transaction of pursuing Elliott’s proposal or allowing Thoma Bravo to pursue

Elliott’s proposal”;

(d) The timing and nature of all communications regarding future employment or directorship of Qlik’s officers and directors, including who participated in all such communications, including with respect to “Thoma Bravo’s express[ion of] interest in retaining

Qlik’s executive officers following the Merger and for its internal purposes in modeling illustrative returns in an acquisition of Qlike assum[ption] that Qlik employees would have an aggregate 12% direct or indirect equity interest in the Surviving Corporation”;

(e) With respect to defendant Björk’s May 27, 2016 “indicat[ion] to Thoma Bravo that he would be willing to roll over in the range of 20% of his pre-tax holdings of outstanding shares

28 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 29 of 37

of Qlik common stock into equity in the Surviving Corporation or one of its affiliates”, whether defendant Björk made any similar indications to other interested parties, including Party A or Party

B, why the Board viewed this would be in the best interests of Qlik and its stockholders, and the details of any prior communications between Thoma Bravo and defendant Björk or any other Qlik insiders regarding a rollover agreement, including the timing of any such communications and any terms discussed therein;

85. The failure to disclose the information set forth above, renders the following information from the Proxy false and/or misleading:

(a) from pages 33-34 of the Proxy:

On March 21, 2016, the Board of Directors held a meeting in San Francisco, California attended in person or telephonically by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it received an update on Qlik’s first quarter business performance and on the recent interactions between Mr. Golden, Mr. Tomlinson, Mr. Björk and Mr. MacCarrick with Elliott. Representatives of Skadden discussed with the Board of Directors the due diligence process that Skadden had conducted as to Morgan Stanley’s potential conflicts of interest relative to Elliott. Following review of these findings, the Board of Directors approved the retention of Morgan Stanley as financial advisor to the Board of Directors in connection with stockholder relations and defense matters, following which Qlik countersigned and delivered to Morgan Stanley an engagement letter dated March 16, 2016.

(b) from page 40 of the Proxy:

On May 25, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, representatives of Skadden discussed with the Board of Directors the further due diligence conducted as to Morgan Stanley’s potential conflicts of interest relative to Party A, Party B, Thoma Bravo and certain of their respective portfolio companies known to Morgan Stanley, as well as updated due diligence conducted as to Morgan Stanley’s potential conflicts of interest relative to Elliott. The Board of Directors reviewed these findings and determined that it would be in the best interests of Qlik and its stockholders for the Board of Directors to continue to use Morgan Stanley as its financial advisor.

29 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 30 of 37

At 9:30 a.m., Eastern time, on June 1, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it reviewed and discussed Thoma Bravo’s $29.00 per share final bid submission (including the proposed debt financing terms), Party A and Party B’s $28.00–29.00 per share offer and the likelihood of receiving a higher bid from either a strategic or financial buyer in the near term or longer term. Representatives of Morgan Stanley reviewed with the Board of Directors its financial analyses of the proposed transaction based on the $29.00 per share proposal. The Board of Directors reviewed potential alternatives available to Qlik, including remaining a standalone public company while seeking to successfully implement alternatives reflected by the Management Projections, a leveraged recapitalization (either on a standalone basis or through a PIPE transaction with a private equity firm), or a sale of Qlik to Thoma Bravo or another strategic or financial buyer. Representatives of Morgan Stanley updated the Board of Directors as to the management presentation provided to Strategic Party 4 on May 31, 2016, which meeting was the initial meeting with Strategic Party 4 after Morgan Stanley first contacted them on May 5, 2016. The Board of Directors decided to continue to pursue discussions with Thoma Bravo regarding a potential transaction and instructed Morgan Stanley to discuss consideration of $31.00 per share with Thoma Bravo. The Board of Directors also discussed their significant concern over the effect of leaks to the media and other unauthorized disclosures on Qlik’s process for negotiating transaction terms with Thoma Bravo and the risk that Thoma Bravo would alter its bidding strategy as a result of speculation concerning the process or inappropriate flow of information. In light of these perceived risks and the view of the Board of Directors that additional time would not likely result in an increase to the proposed consideration from Thoma Bravo or another buyer, the Board of Directors authorized Morgan Stanley to seek to negotiate consideration of $31.00 per share with Thoma Bravo and to offer exclusivity for a period of 48 hours. Representatives of Skadden reviewed with the Board of Directors certain unresolved issues in Thoma Bravo’s markup of the draft merger agreement, including the size of the termination fee payable by Qlik, new closing conditions affecting deal certainty (including a condition in Thoma Bravo’s debt commitment letter as to minimum pro forma cash), the expiration date for Thoma Bravo’s debt commitment letter, Thoma Bravo’s proposal as to remedies available to Qlik where specific performance is not available because Thoma Bravo’s debt financing is not available, the circumstances under which Thoma Bravo would be obligated to pay Qlik the reverse termination fee and the size of this fee and the treatment of unvested restricted stock units, which treatment was viewed by the Board of Directors as significant to retention of key personnel through closing of the transaction. The Board of Directors discussed that the interests of Qlik’s management differed from other stockholders as to the treatment of unvested restricted stock units, as Thoma Bravo had proposed that all unvested restricted stock units would be converted at closing of the Merger into time-based cash awards, which would delay the cash outlay required to satisfy these obligations. In light of this potential conflict of interest, the Board of Directors directed the Transaction Committee to oversee the resolution of the treatment of unvested

30 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 31 of 37

restricted stock units. Representatives of Skadden discussed with the Board of Directors the potential benefits of adopting a Delaware forum selection bylaw in connection with the entry into a merger agreement in order to eliminate the costs of multijurisdictional litigation in connection with the proposed transaction.

(d) from page 43 of the Proxy:

At 10:00 p.m., Eastern time, on June 1, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, representatives of Skadden reviewed with the Board of Directors the material terms of the merger agreement and the resolution of open items previously discussed with the Board of Directors. In addition, representatives of Skadden identified key remaining unresolved issues, including the threshold for accuracy of Qlik’s capitalization representations and methodology for calculating the same and the request for Thoma Bravo to seek an extension of the expiration date for its debt commitment letter and a corresponding extension to the end date under the merger agreement. Representatives of Morgan Stanley then provided an update as to Elliott’s offer to provide preferred equity financing. The Board of Directors discussed that Thoma Bravo had not requested to engage with Elliott as a potential debt or equity financing source and determined that the risks to the proposed transaction of pursuing Elliott’s proposal or allowing Thoma Bravo to pursue Elliott’s proposal outweighed the potential benefits. After considering the foregoing, the Board of Directors determined that pursuing Elliott’s proposal would not be in the best interests of Qlik and its stockholders. Representatives of Skadden and Morgan Stanley then reviewed with the Board of Directors an update to prior due diligence conducted as to Morgan Stanley’s potential conflicts of interest relative to Thoma Bravo and certain of its portfolio companies known to Morgan Stanley, as well as updated due diligence conducted as to Morgan Stanley’s potential conflicts of interest relative to Elliott. The Board of Directors reviewed these findings and determined that it would be in the best interests of Qlik and its stockholders for the Board of Directors to continue to use Morgan Stanley as financial advisor. Representatives of Morgan Stanley then reviewed with the Board of Directors their financial analyses with respect to the proposed transaction. Following this presentation, representatives of Morgan Stanley delivered to the Board of Directors its oral opinion that, as of the date of its opinion and based upon and subject to the factors and assumptions set forth therein, the $30.50 in cash per share to be paid to holders of Qlik common stock was fair from a financial point of view to such holders. After further discussing potential reasons for and against the proposed transaction (see below under the heading “—Recommendation of the Board of Directors and Reasons for the Merger— Reasons for the Merger ”), the Board of Directors directed representatives of Skadden to continue to finalize the terms of the merger agreement in accordance with the proposal reviewed with the Board of Directors.

(e) from pages 68-69 of the Proxy:

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As of the date of this proxy statement, none of our executive officers has entered into any new agreement or arrangement with Qlik, Thoma Bravo or any of their affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to the date of the Merger Agreement, Thoma Bravo expressed interest in retaining Qlik’s executive officers following the Merger and for its internal purposes in modeling illustrative returns in an acquisition of Qlik assumed that Qlik employees would have an aggregate 12% direct or indirect equity interest in the Surviving Corporation. Although this assumption was disclosed to certain executive officers of Qlik, no agreement or arrangement has been entered into in this regard and Thoma Bravo could alter or elect not to pursue this equity interest in its discretion. In addition, on May 27, 2016, based on the view that this would be in the best interests of Qlik and its stockholders in advance of the final bid deadline of May 31, 2016, the Board of Directors authorized Mr. Björk to indicate to Thoma Bravo that he would be willing to roll over in the range of 20% of his pre-tax holdings of outstanding shares of Qlik common stock into equity in the Surviving Corporation or one of its affiliates. No agreement or arrangement has been entered into in this regard and Thoma Bravo or Mr. Björk could alter or elect not to pursue this rollover in its or his discretion. Prior to or following the Effective Time (but in any case following the time Qlik and Thoma Bravo agreed upon the Per Share Merger Consideration), it is anticipated that Thoma Bravo and Qlik’s executive officers will engage in a negotiation regarding compensation, benefits and the right to purchase or participate in the equity of the Surviving Corporation and may enter into definitive agreements with certain of Qlik’s executive officers regarding employment or the right to purchase or participate in the equity of the Surviving Corporation or one or more of its affiliates on a going-forward basis following completion of the Merger. The Merger is not conditioned upon any Qlik executive officer agreeing to remain with the Surviving Corporation or to purchase or participate in such equity.

86. The Proxy is false and/or misleading due to the omissions identified in ¶84 because it gives stockholders a materially incomplete and distorted picture of the sales process underlying the Proposed Transaction, the various alternatives available to (and considered by) defendants other than the Proposed Transaction, and the efforts taken (or not taken) to ensure that no conflicts of interest tainted the negotiation process, thus rendering it unfair to Plaintiffs and the other members of the Class. Without this omitted information, Qlik stockholders cannot make a fully- informed decision whether to vote to approve the Proposed Transaction.

87. Defendants’ failure to provide Qlik stockholders with the foregoing material

32 Case 2:16-cv-03800-GJP Document 1 Filed 07/13/16 Page 33 of 37

information constitutes a violation of Sections 14(a) and 20(a) of the Exchange Act, and SEC Rule

14a-9 promulgated thereunder. The Individual Defendants were aware of their duty to disclose this information and acted negligently (if not deliberately) in failing to include this information in the Proxy. Absent disclosure of the foregoing material information prior to the stockholder vote on the Proposed Transaction, Plaintiffs and the other members of the Class will be unable to make a fully-informed decision whether to vote in favor of the Proposed Transaction and are thus threatened with irreparable harm warranting the injunctive relief sought herein.

CLAIMS FOR RELIEF

COUNT I

Class Claims Against All Defendants for Violations of Section 14(a) of the Exchange Act And SEC Rule 14a-9 Promulgated Thereunder

88. Plaintiffs repeat all previous allegations as if set forth in full.

89. SEC Rule 14a-9, 17 C.F.R. §240.14a-9, promulgated pursuant to Section 14(a) of the Exchange Act, provides:

No solicitation subject to this regulation shall be made by means of any proxy statement, form of proxy, notice of meeting or other communication, written or oral, containing any statement which, at the time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading.

90. During the relevant period, defendants disseminated the false and misleading Proxy specified above, which failed to disclose material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in violation of

Section 14(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder.

91. By virtue of their positions within the Company, the defendants were aware of this

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information and of their duty to disclose this information in the Proxy. The Proxy was prepared, reviewed, and/or disseminated by the defendants. The Proxy misrepresented and/or omitted material facts, including material information about the unfair sale process for the Company, the unfair consideration offered in the Proposed Transaction, and the actual intrinsic value of the

Company’s assets. The defendants were at least negligent in filing the Proxy with these materially false and misleading statements. The defendants have also failed to correct the Proxy and the failure to update and correct false statements is also a violation of Section 14(a) of the Exchange

Act and SEC Rule 14a-9 promulgated thereunder.

92. The omissions and false and misleading statements in the Proxy are material in that a reasonable stockholder would consider them important in deciding how to vote on the Proposed

Transaction. In addition, a reasonable investor would view a full and accurate disclosure as significantly altering the “total mix” of information made available in the Proxy and in other information reasonably available to stockholders.

93. By reason of the foregoing, the defendants have violated Section 14(a) of the

Exchange Act and SEC Rule 14a-9(a) promulgated thereunder.

94. Because of the false and misleading statements in the Proxy, Plaintiffs and the Class are threatened with irreparable harm, rendering money damages inadequate. Therefore, injunctive relief is appropriate to ensure defendants’ misconduct is corrected.

COUNT II

Class Claims Against the Individual Defendants for Violation of Section 20(a) of the Exchange Act

95. Plaintiffs repeat all previous allegations as if set forth in full.

96. The Individual Defendants acted as controlling persons of Qlik within the meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions as officers or

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directors of Qlik and participation in or awareness of the Company’s operations or intimate knowledge of the false statements contained in the Proxy filed with the SEC, they had the power to influence and control and did influence and control, directly or indirectly, the decision-making of the Company, including the content and dissemination of the various statements which Plaintiffs contend are false and misleading.

97. Each of the Individual Defendants was provided with or had unlimited access to copies of the Proxy and other statements alleged by Plaintiffs to be misleading prior to or shortly after these statements were issued and had the ability to prevent the issuance of the statements or cause the statements to be corrected.

98. In particular, each of the Individual Defendants had direct and supervisory involvement in the day-to-day operations of the Company, and, therefore, is presumed to have had the power to control or influence the particular transactions giving rise to the securities violations as alleged herein, and exercised the same. The Proxy at issue contains the unanimous recommendation of each of the Individual Defendants to approve the Proposed Transaction. They were, thus, directly involved in the making of this document.

99. In addition, as the Proxy sets forth at length, and as described herein, the Individual

Defendants were each involved in negotiating, reviewing, and approving the Proposed

Transaction. The Proxy purports to describe the various issues and information that they reviewed and considered — descriptions which had input from the Individual Defendants.

100. By virtue of the foregoing, the Individual Defendants have violated Section 20(a) of the Exchange Act.

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OF COUNSEL: Richard A. Acocelli Michael A. Rogovin Kelly C. Keenan WEISSLAW LLP 1500 Broadway, 16th Floor New York, New York 10036 Tel: (212) 682-3025 Fax: (212) 682-3010

Gustavo F. Bruckner POMERANTZ LLP 600 Third Avenue, New York, NY 10016 Tel: 212 661 1100 ext: 9941 Fax: 917 463 1044