Robbins Geller Rudman & Dowd LLP Files Class Action Suit Against SolarWinds, Inc.

Dec 28, 2015, 17:21 ET from Robbins Geller Rudman & Dowd LLP

SAN DIEGO, Dec. 28, 2015 /PRNewswire/ -- Robbins Geller Rudman & Dowd LLP ("Robbins Geller") today announced that a class action has been commenced in the United States District Court for the Western District of Texas on behalf of stockholders of SolarWinds, Inc. ("SolarWinds") (NYSE: SWI) on December 14, 2015, in connection with the proposed acquisition of SolarWinds by Thoma Bravo and Silver Lake Partners and Project Aurora Holdings, LLC ("Parent") and Project Aurora Merger Corp. ("Merger Sub"), which were formed by affiliates of Thoma Bravo and Silver Lake (collectively all four entities are referred to as the "Sponsors") (the "Proposed Acquisition").

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 plaintiff's counsel, Darren Robbins of Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at 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 SolarWinds, its Board of Directors (the "Board") and the Sponsors with breaches of fiduciary duty, aiding and abetting breaches of fiduciary duty and/or violations of the Securities Exchange Act of 1934 ("1934 Act") in connection with the Proposed Acquisition.  SolarWinds provides powerful and affordable hybrid IT infrastructure management software to customers worldwide from Fortune 500® enterprises to small businesses, government agencies and educational institutions.

On October 21, 2015, SolarWinds and the Sponsors announced that they had entered into a definitive agreement pursuant to which the Sponsors will acquire SolarWinds for $60.10 per share in cash for each existing SolarWinds share. Following the consummation of the Proposed Acquisition, Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

On November 17, 2015, defendants filed a Preliminary Proxy Statement on Form 14A and on December 15, 2015, a Definitive Proxy Statement on Form 14A (collectively, the "Proxy") in connection with the Proposed Acquisition. The complaint alleges that the Proxy, which recommends that SolarWinds shareholders vote in favor of the Proposed Acquisition, omits and/or misrepresents material information regarding, among other things, the unfair sales process for the Company, conflicts of interest that corrupted the sales process, the unfair consideration offered in the Proposed Acquisition, and the actual intrinsic value of the Company on a stand-alone basis and as acquired by the Sponsors, in contravention of §§14(a) and 20(a) of the 1934 Act and/or certain of the defendants' fiduciary duty of disclosure under state law.  Without this material information, the Company's shareholders cannot make an informed decision on how to cast their vote on the Proposed Acquisition.

Plaintiff seeks judgment and injunctive and equitable relief on behalf of holders of SolarWinds stock on December 14, 2015. The plaintiff is represented by Robbins Geller, which has extensive experience in prosecuting investor class actions including 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 and was ranked first in both the amount and number of shareholder class action recoveries in ISS's SCAS Top 50 report for 2014.

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