Robbins Geller Rudman & Dowd LLP Files Class Action Suit Against Entropic Commmunications, Inc.
March 31 2015 - 5:43PM
Business Wire
Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) today
announced that a class action has been commenced in the United
States District Court for the Southern District of California on
behalf of holders of Entropic Communications, Inc. (“Entropic”)
(NASDAQ:ENTR) common stock on February 3, 2015, in connection with
the proposed acquisition of Entropic by MaxLinear, Inc.
(“MaxLinear”).
If you wish to serve as lead plaintiff, you must move the Court
no later than 60 days from today. If you wish to discuss this
action or have any questions concerning this notice or your rights
or interests, please contact plaintiffs’ counsel, Darren Robbins of
Robbins Geller at 800-449-4900 or 619-231-1058, or via e-mail at
djr@rgrdlaw.com. Any member of the putative class may move the
Court to serve as lead plaintiff through counsel of their choice,
or may choose to do nothing and remain an absent class member.
The complaint charges Entropic, its Board of Directors (the
“Board”), MaxLinear and certain of its subsidiaries with breach of
fiduciary duty and/or violations of the Securities Exchange Act of
1934 (“1934 Act”) in connection with the proposed sales of Entropic
to MaxLinear. Entropic is a world leader in semiconductor solutions
for the connected home.
On February 3, 2015, Entropic and MaxLinear announced that they
had entered into a definitive merger agreement under which Entropic
would be acquired by MaxLinear (the “Proposed Acquisition”) in a
cash and stock transaction in which the Company’s stockholders will
receive $1.20 per share in cash and 0.2200 of a share of MaxLinear
common stock for each Entropic common share outstanding.
The complaint alleges that defendants breached their fiduciary
duties and/or aided and abetted breaches of fiduciary duty in
connection with the Proposed Acquisition. In addition, the
complaint alleges that in order to secure shareholder approval of
the deal, defendants filed a materially false and misleading Form
S-4 Registration Statement (the “S-4”) with the SEC on March 12,
2015, which was subsequently amended on March 25, 2015. The S-4,
which recommended that Entropic shareholders vote in favor of the
Proposed Acquisition, omitted and/or misrepresented material
information in contravention of §§14(a) and 20(a) of the 1934 Act.
Specifically, the S-4 contains materially misleading statements or
otherwise fails to provide material information about the Proposed
Acquisition, including, among other things: (i) the flawed and
unfair sales process undertaken by the Board; (ii) the conflicts of
interests that burdened the process; (iii) the data and key inputs
underlying the financial analyses performed by Barclays Capital,
Inc., Entropic’s financial advisor; and (iv) certain financial
projections prepared by Entropic’s management and relied upon by
Barclays in rendering its opinion as to the fairness of the
Proposed Acquisition to the Company’s public shareholders. The
complaint alleges that the foregoing information is material to the
impending decision of Entropic’s shareholders whether or not to
vote in favor of the Proposed Acquisition and/or whether to seek
appraisal for their shares.
Plaintiffs seek injunctive and equitable relief on behalf of
holders of Entropic common stock on February 3, 2015. The
plaintiffs are represented by Robbins Geller, which has expertise
in prosecuting investor class actions and extensive experience in
actions involving financial fraud.
Robbins Geller, with 200 lawyers in ten offices, represents U.S.
and international institutional investors in contingency-based
securities and corporate litigation. The firm has obtained many of
the largest securities class action recoveries in history,
including the largest securities class action judgment. Please
visit http://www.rgrdlaw.com for more information.
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Robbins Geller Rudman & Dowd LLPDarren Robbins, 800-449-4900
or 619-231-1058djr@rgrdlaw.com
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