Trahan Action Files Putative Stockholder Class Action Lawsuit against Interactive Intelligence Group Inc., Genesys Telecommunications Laboratories, Inc., Giant Merger Sub, Inc., Greeneden Lux 3 S.a.r.l, Greeneden U.S. Holdings I, LLC and Greeneden U.S. Holdings II, LLC
Nov 21 16
Interactive Intelligence Group, Inc. entered into an Agreement and Plan of Merger, dated as of August 30, 2016, by and among the company, Genesys Telecommunications Laboratories, Inc. (Genesys), Giant Merger Sub Inc. (Merger Sub), and, solely for the purposes of Section 5.16 of the Merger Agreement, Greeneden Lux 3 S. R.L. (Lux 3), Greeneden U.S. Holdings I, LLC (Holdings I), and Greeneden U.S. Holdings II, LLC, (Holdings II), pursuant to which, among other things, Merger Sub will merge with and into the company, with the company surviving as a wholly owned subsidiary of Genesys. On November 18, 2016, a putative stockholder class action lawsuit was filed in the U.S. District Court for the Southern District of Indiana, captioned Trahan versus Interactive Intelligence Group. The Trahan Action names as defendants the company, individual members of the company's board of directors, Genesys, Merger Sub, Lux 3, Holdings I and Holdings II. The Trahan Action alleges, among other things, that the Company's board of directors breached its fiduciary duties by agreeing to an allegedly inadequate price in the Merger, by conducting an allegedly flawed sales process, and by agreeing to certain deal-protection provisions in the Merger Agreement that allegedly preclude or impede a potential superior proposal. The Trahan Action further alleges that Merger Sub and the other corporate defendants aided and abetted these alleged fiduciary breaches. In addition, the Trahan Action alleges that the definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on October 4, 2016 relating to the Company's special meeting of shareholders held on November 9, 2016 omitted certain material information in violation of Section 20(a) and Section 14(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated there under. Among other things, the plaintiff seeks orders certifying the lawsuit as a class action, enjoining defendants from closing the Merger until the company discloses certain information, and awarding unspecified damages to the plaintiff and the purported class of the company's shareholders. Although the company and the individual members of its board of directors believe that the claims and allegations raised in the Trahan Action are without merit and intend to vigorously defend the Trahan Action, its ultimate outcome cannot presently be determined.
Genesys Telecommunications Laboratories, Inc., Greeneden U.S. Holdings II, LLC and Greeneden Lux 3 S.a.r.l Launch USD 700 Million Notes Offering
Nov 15 16
Genesys Telecommunications Laboratories, Greeneden US Holdings II, LLC and Greeneden Lux 3 S.à r.l., plans to offer up to USD 700 million in aggregate principal amount of their senior unsecured notes due 2024 in a private placement, subject to market and other conditions. The notes are expected to be guaranteed by Greeneden US Holdings I, LLC, Greeneden II's parent company, and certain wholly owned domestic and foreign subsidiaries of Genesys and Lux 3 on a senior unsecured basis.