NEW YORK, Oct. 03, 2018 (GLOBE NEWSWIRE) -- Pomerantz LLP announces that a class action lawsuit has been filed against Mavenir, Inc. f/k/a Xura Inc. (“Xura” or the “Company”) (NASDAQ: MESG) and certain of its officers. The class action, filed in United States District Court, Southern District of Florida, is on behalf of a class consisting of all persons other than Defendants who purchased or otherwise acquired Xura securities and are shareholders of record as of July 11, 2016, the record date for Xura Shareholders to be eligible to vote in the merger announced on May 23, 2016 (the “Merger”), pursuant to which Xura was acquired by Sierra Private Holdings II Ltd. through its wholly-owned subsidiary, Sierra Private Merger Sub Inc., both of which are affiliates of Siris Capital Group, LLC., seeking to recover damages caused by Defendants’ violations of the federal securities laws and to pursue remedies under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), against the Company and certain of its top officials.
If you were a Xura shareholder of record as of July 11, 2016, the record date for Xura shareholders to be eligible to vote on the Merger, you are a member of the "Class" and may be able to seek appointment as Lead Plaintiff. Lead Plaintiff motion papers must be filed with the U.S. District Court for the District of Delaware no later than October 12, 2018. To discuss this action, contact Robert S. Willoughby at rswilloughby@pomlaw.com or 888.476.6529 (or 888.4-POMLAW), toll-free, Ext. 9980. Those who inquire by e-mail are encouraged to include their mailing address, telephone number, and the number of shares purchased.
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Xura offered a portfolio of products and services to major telecommunications companies, digital communications services for businesses, and products that facilitated additional revenues for mobile carriers.
The Complaint alleges as follows: On May 23, 2016, Xura's Board of Directors (the "Board") caused Xura to enter into an agreement and plan of merger (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, stockholders of Xura received $25.00 per share in cash. The Merger was approved by a shareholder vote on August 16, 2016 and closed on August 19, 2016.
Prior the shareholder vote, Defendants issued a Preliminary Proxy Statement on June 28, 2016, a Final Proxy Statement on July 12, 2016 (together, the "Proxy"), and on July 26, 2016, a supplemental Proxy Statement, all filed with the United States Securities and Exchange Commission in connection with the Merger. The Proxy and Supplemental Proxy contained materially incomplete and misleading disclosures. The Proxy and Supplemental Proxy are deficient and misleading in that they fail to provide adequate disclosure of all material information related to the Merger.
In particular, the Proxy failed to disclose: (a) material communications between Tartavull and Siris, including ones in which Tartavull discussed certain merger terms without authorization by the Board or the Board subcommittee that had been formally provided with extensive authority with respect to consideration of the Merger, the Strategic Committee, and undermined Xura's negotiating leverage, (b) the fact that the Strategic Committee played no meaningful role in the process that led to the Merger, contrary to the representations in the Proxy, (c) the fact that Siris and Tartavull repeatedly cut the Board's financial advisor, Goldman Sachs ("Goldman"), out of the loop of the Merger negotiations, notwithstanding the role the Proxy claimed Goldman played in that process, (d) the fact that Xura imposed conditions on an interested bidder that all relevant participants in the process acting on behalf of the Company knew were unreasonable and unnecessary, leading it to further participation in the bidding, and (e) the fact that, while the Proxy emphasized purported contacts to prospective buyers and claimed that none expressed an interest in buying Xura, another potential bidder had in fact expressed such interest to Tartavull but somehow learned that Siris was Xura's counterparty, notwithstanding provisions of the non-disclosure agreement signed by Siris and Xura barring such disclosure, and instead of making a bid reached out to Siris seeking a role as a co-investor.
The Supplemental Proxy emphasized that Xura and Siris had "not reached any agreements about the continuing employment of the executive officers of the Company". This was a misleading representation as regardless of whether there had been any formal negotiations as to Tartavull's employment after the Merger, it was always clear that Siris' intent had been for Tartavull to continue in his role as CEO of the post-merger company.
As a result of these material misrepresentations and omissions, Xura shareholders were misled into accepting consideration from the Merger that was well below fair value for their Xura shares.
The Pomerantz Firm, with offices in New York, Chicago, Los Angeles, and Paris, is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, the Pomerantz Firm pioneered the field of securities class actions. Today, more than 80 years later, the Pomerantz Firm continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered numerous multimillion-dollar damages awards on behalf of class members. See www.pomerantzlaw.com
CONTACT:
Robert S. Willoughby
Pomerantz LLP
rswilloughby@pomlaw.com
888-476-6529 ext. 9980