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USER.US
id: 639

UserTesting (USER) Unfair M&A Case

N.D. California
Court
23-CV-01320
Case number
27 Oct 2022
Class period Start
21 Mar 2023
Class period End
22 May 2023
Lead Plaintiff motion deadline
On January 10, 2023, UserTesting held a special meeting of its shareholders in connection with the Acquisition by Thoma Bravo, a leading software investment firm, and Sunstone Partners for $7.50 per share, in an all-cash transaction valued at approximately $1.3 billion.

USER Investors suspect that Proxy Statement omitted material information with respect to the Proposed Transaction, which rendered the Proxy Statement false and misleading. Specifically, the Proxy contained the following materially false and/or misleading statements:
  • that the Board “believed that the $7.50 per share in cash payable in the [Acquisition] was more favorable to [UserTesting] stockholders on a risk-adjusted basis than the potential value that might result from other alternatives reasonably available";
  • the present value per share of UserTesting common stock calculated by Morgan Stanley, UserTesting’s financial advisor, using the unreasonably low October Financial Forecast under a Public Trading Comparables Analysis, namely “an estimated value per share of UserTesting common stock of $3.80 to $6.46”;
  • the present value per share of UserTesting common stock calculated by Morgan Stanley using the unreasonably low October Financial Forecast under a Discounted Equity Value Analysis, namely “$4.08 – 7.51”;
  • the present value per share of UserTesting common stock calculated by Morgan Stanley using the unreasonably low October Financial Forecast under a Precedent Transactions Multiples Analysis, namely “$6.92 – 10.77”;
  • the present value per share of UserTesting common stock calculated by Morgan Stanley using the unreasonably low October Financial Forecast under a Discounted Cash Flow Analysis, namely “$3.59 to $5.17”.
Considering all facts, Investors may suspect that UserTesting misled shareholders to vote to support the Acquisition in reliance on the Proxy Misrepresentations.
Case Status
Lead Plaintiff Appointed
Alleged Offence
Misleading Statements
Malpractice
Breach of Fiduciary duty
Omissions
Suspected Party
Directors
Management
Shareholder
Investment Bank
Service Provider
Security Type
Stocks
Trade Direction
Long
Shock Event Date
10 January 2023
Filing date
21 March 2023
Lead Plaintiff Deadline
22 May 2023
Collecting participants…

User Testing Inc

UserTesting, Inc. engages in the operation of a software-as-a-service (SaaS) platform that enables organizations to know experiences of people as they engage with products, designs, apps, processes...

    Ticker
    USER.US
    ISIN
    US91734E1010
    CIK
    1557127
    Sector
    Technology
    Industry
    Software & IT Services
    Country
    USA
    Address
    144 Townsend Street, San Francisco, CA, United States, 94107