Emulex Defeats Investor’s Appeal in Tender Offer Omission Suit

Emulex Corp. and its board of directors aren’t liable for omitting allegedly relevant information from a tender offer recommendation because it didn’t render the recommendation misleading, the Ninth Circuit said Thursday.

Avago Technologies Wireless Manufacturing Inc. made a tender offer for all of Emulex’s outstanding stock. Emulex’s financial adviser Goldman Sachs opined that the offer was fair, and the company filed a statement advising shareholders to tender their shares. The necessary majority did so, and the merger was consummated.

Emulex shareholder Jerry Mutza brought a potential class action, alleging that Emulex and its board were negligent and violated the Securities ...