Red Hat’s proxy statement didn’t include all the information shareholders need to evaluate the merger, according to complaints filed Dec. 18 and 19 in the U.S. District Court for the District of Delaware.
The proxy statement for the proposed
The shareholders said they couldn’t evaluate the fairness of the deal without a better picture of Red Hat’s future financial prospects. IBM and Red Hat “insiders"—not shareholders—look poised to benefit the most from the merger, according to the Dec. 18 complaint.
The proxy statement didn’t disclose how much Guggenheim and Morgan Stanley have been paid by IBM and Red Hat in the past, the complaints said. Without information about the firms’ financial stake in the deal, the shareholders can’t determine if their analyses were fair, according to the complaints.
A Red Hat spokesperson declined to comment, citing a policy against speaking on pending litigation.
Rigrodsky & Long PA represents the Dec. 19 putative class. O’Kelly Ernst & Joyce LLC represents the Dec. 18 class.