ARI, True Wind Capital, Affiliates Face Lawsuit Over ‘Misleading’ Proxy Statement

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ARI Network Services, Inc. and its board of directors are facing a proposed class action lawsuit filed in Wisconsin. The suit, which also names Expedition Holdings LLC, Expedition Merger Sub, Inc., and True Wind Capital, L.P., alleges that the defendants failed to disclose information about a proposed merger between ARI and True Wind that shareholders need to assess whether they support the transaction.

According to the suit, the defendants’ proxy statement omits details concerning the background of the transaction, such as figures used in the valuation analyses performed by ARI’s financial advisor, communications with ARI directors regarding future employment, and the involved parties’ potential conflicts of interest. Without this information, the suit argues, stockholders cannot determine for themselves whether the deal is fair to them or whether the defendants acted solely for their own gain.