As previously announced, on December 23, 2018, MINDBODY, Inc., a Delaware corporation (the “Company” or “MINDBODY”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Torreys Parent, LLC, a Delaware limited liability company (“Parent”), and Torreys Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. On January 23, 2019, the Company filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “Definitive Proxy Statement”) with respect to the special meeting of MINDBODY stockholders scheduled to be held on February 14, 2019 in connection with the Merger (the “Special Meeting”).
Litigation Related to the Merger
In connection with the Merger, after the Definitive Proxy Statement was filed, four stockholder class action lawsuits have been filed:
| | (i) | in the United States District Court of Delaware, captionedSabatini v. MINDBODY, Inc. et al., Case No.1:19-cv-00138-UNA (the “Sabatini Complaint”); |
| | (ii) | in California Superior Court of San Luis Obispo County, captionedSchmit v. MINDBODY, Inc. et al., Case No. 19CV-0043 (the “Schmit Complaint”); |
| | (iii) | in the United States District Court of Central District of California, captionedTran v. MINDBODY, Inc. et al., Case No.2:19-cv-00638 (the “Tran Complaint”); and |
| | (iv) | in the Court of Chancery of Delaware, captionedRyan v. MINDBODY, Inc. et al., Case No. 2019-0061 (the “Ryan Complaint,” and together with the Sabatini Complaint, Schmit Complaint, and Tran Complaint, the “Complaints”) |
The Complaints generally allege, among other things, that MINDBODY and the members of its Board of Directors purportedly omitted material information from the Proxy Statement and that the Merger and the process that led to it was procedurally and substantively flawed. The Complaints also allege claims against the members of the Company’s Board of Directors and, in the case of the Ryan Complaint, Vista Equity Partners Management, LLC. The Complaints seek, among other things, additional disclosure of facts relating to the Merger and/or injunctive relief. Additional similar lawsuits may be filed in the future. The Company believes that the plaintiffs’ allegations in the Complaints lack merit and will vigorously defend against these and any subsequently filed similar actions. If additional similar complaints are filed, absent new or different allegations that are material, the Company will not necessarily disclose such additional filings. The foregoing description is qualified in its entirety by reference to the Complaints which are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4 and incorporated by reference herein.
Additional Information and Where to Find It
In connection with the proposed Merger, MINDBODY has filed with the Securities and Exchange Commission (the “SEC”) and furnished to its stockholders a definitive proxy statement on Schedule 14A, as well as other relevant documents concerning the proposed transaction. Promptly after filing its definitive proxy statement with the SEC, MINDBODY mailed the definitive proxy statement and a proxy card to each stockholder of MINDBODY entitled to vote at the special meeting relating to the proposed transaction. The proxy statement contains important information about the proposed Merger and related matters. STOCKHOLDERS AND SECURITY HOLDERS OF MINDBODY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT MINDBODY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MINDBODY AND THE TRANSACTION. This communication is not a substitute for the proxy statement or for any other document that MINDBODY may file with the SEC and send to its stockholders in connection with the proposed Merger. The proposed Merger will be submitted to MINDBODY’s stockholders for their consideration. Before making any voting decision, stockholders of MINDBODY are urged to read the proxy statement regarding the Merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed Merger.
Stockholders of MINDBODY are able to obtain a free copy of the proxy statement, as well as other filings containing information about MINDBODY and the proposed transaction, without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement, and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by contacting MINDBODY’s Investor Relationsat (888) 782-7155, by email at IR@mindbodyonline.com, or by going to MINDBODY’s Investor Relations page on its website at investors.mindbodyonline.com and clicking on the link titled “Financials & Filings” to access MINDBODY’s “SEC Filings.”
