Aruba Networks, Inc. Stockholder Litigation
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Welcome to the Aruba Networks, Inc. Stockholder Litigation Website

This website has been established to provide general information regarding the Aruba Networks, Inc.("Aruba") Stockholder Litigation. The capitalized terms used on this website and not defined herein shall have the same meanings ascribed to them in the Stipulation and Agreement of Compromise, Settlement and Release (the "Stipulation") executed July 1, 2015.

This case is currently pending before Judge J. Travis Laster in the Court of Chancery for the State of Delaware (the “Court”).

On March 2, 2015, Aruba, HP, and Aspen Acquisition Sub, Inc., a wholly-owned subsidiary of HP (“Merger Sub”), announced that they had entered into an Agreement and Plan of Merger, dated as of March 2, 2015 (the “Merger Agreement”), at a purchase price of $24.67 per share in cash (the “Merger Consideration”) for each outstanding share of Aruba stock.

After the Merger was announced, seven class actions lawsuits were filed in the Court, claiming that Aruba’s Board of Directors (Dominic P. Orr, Keerti Melkote, Bernard Guidon, Emmanuel Hernandez, Michael R. Kourey, Willem P. Roelandts, Juergen Rottler, and Daniel Warmenhoven, collectively, the “Individual Defendants”) breached their fiduciary duties to stockholders in connection with the Merger and that HP and/or Aruba aided and abetted the alleged breaches of fiduciary duties.1 (Aruba, the Individual Defendants and HP together are called the “Defendants.”) These actions were later consolidated into In re Aruba Networks, Inc. Stockholder Litigation, C.A. No. 10765-VCL (the “Action”). The stockholders who brought these cases are called the “Plaintiffs.”

On April 1, 2015, a stockholder class action complaint was filed in the United States District Court for the Northern District of California on behalf of a putative class of Aruba stockholders and naming as defendants Aruba, the board of directors of Aruba, Merger Sub, and HP (the “California Action”).

On April 10, 2015, the Court entered an Order of Consolidation of the Related Actions and Appointment of Plaintiffs’ Co-Lead Counsel and Delaware Counsel, therein appointing (i) the law firms of Levi & Korsinsky, LLP and Wolf Haldenstein Adler Freeman & Herz LLP as Co-Lead Counsel for the Plaintiffs in the Action, and (ii) Andrews & Springer, LLC and Rigrodsky & Long, P.A., as Delaware Counsel (collectively, “Plaintiffs’ Counsel”), and designating the Verified Amended Complaint filed by plaintiff Michael Adams on April 8, 2015 as the operative complaint. The operative complaint asked the Court to, among other things, stop the Merger unless stockholders were provided with additional information allegedly needed to make an informed choice about whether to tender their shares. The operative complaint alleged, among other things, that the members of the Board of Directors breached their fiduciary duties to Aruba stockholders by agreeing to the transaction for allegedly inadequate consideration, by agreeing to allegedly preclusive deal protection devices in the Merger Agreement, and by failing to disclose allegedly material information in the Definitive Proxy.

Following the filing of the Plaintiffs’ Motion for Expedited Proceedings, the parties reached agreement on the scope of expedited discovery and an expedited briefing and hearing schedule upon Plaintiffs’ Motion for Preliminary Injunction.

After expedited discovery and arm’s-length negotiations, counsel to the parties in the Action reached an agreement-in-principle concerning the proposed settlement of the Action. Those extensive negotiations and discussions led to the execution of a memorandum of understanding (the “MOU”) on the evening of April 22, 2015, in which Defendants agreed to provide additional information to Aruba stockholders (the “Supplemental Disclosures”) before the close of the Merger.

On April 23, 2015, Aruba filed a Current Report on SEC Form 8-K, which contained the Supplemental Disclosures.

On May 1, 2015, the shareholders of Aruba approved the Merger. Further, on May 18, 2015, the Merger was consummated.

The Settlement requires Aruba to provide more information to stockholders about the Merger. Specifically, the Defendants agreed to provide, and did provide, additional information to stockholders in a Current Report on SEC Form 8-K, which was filed with the SEC on April 23, 2015, and was and is available here.

The additional information provided in the SEC Form 8-K is set forth in the Notice of Pendency of Class Action, Proposed Settlement and Settlement Hearing (the "Notice").

Although the information in this website is intended to assist you, it does not replace the information contained in the Notice and Stipulation both of which can be found and downloaded by clicking on the Case Documents tab above. We recommend that you read the Notice and other relevant case documents carefully.