Save the date: Cloudera, Hortonworks set merger vote for 28 December

'Twas 3 nights after Xmas and all through the house, shareholders mulled sending the deal south

Cloudera and Hortonworks shareholders will be asked to sign off on the companies' uneven merger on 28 December.

Under the proposed transaction, revealed in October, Cloudera will keep its name and Hortonworks will survive only as a wholly owned subsidiary of the other firm.

Cloudera stockholders will own 60 per cent of the fully diluted shares of the final company and Hortonworks shareholders the remaining 40 per cent.

The proposals were fast-tracked by the Federal Trade Commission last month so the only remaining barrier is stockholders' approval.

The companies have confirmed they plan to seek this approval on 28 December.

The pair will hold two separate stakeholder meetings, and they require a majority at each meeting to vote in favour of the proposals for the merger to go ahead.

However, Hortonworks and its execs face lawsuits over the plans, which broadly allege the vendors misrepresented and omitted information from documents that called on investors to approve the deal.

The first complaint was filed by Alex Victor in the Northern District of California.

The lawsuit claimed Hortonworks' shareholders – who will receive 1.305 common shares of Cloudera for each share of Hortonworks stock owned – were being sold short as the terms are about 16 per cent less than Hortonworks' 52-week high of $26.22.

The suit also alleged that an S-4 filing made with the Securities and Exchange Commission, which called on shareholders to vote for the proposal, "contains materially incomplete and misleading information" on the financial projections for Hortonworks and the sale process leading up to the proposed transaction.

Two separate cases, brought by Barbara Sherry in the Southern District of New York and Patrick Plumley in Delaware, make similar claims.

"Defendants... have failed to disclose material information that is necessary for stockholders to properly assess the fairness of the Proposed Transaction, thereby rendering certain statements in the Proxy incomplete and misleading," said the Sherry lawsuit (PDF).

"The Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading," claimed the Plumley action (PDF).

All three cases were lodged as potential class actions; Victor's lawyers have informed the court of the other two cases but have taken no position on whether they should be coordinated.

An initial case management conference has been set for 14 February in the action brought by Victor. ®

Other stories you might like

  • Experts: AI should be recognized as inventors in patent law
    Plus: Police release deepfake of murdered teen in cold case, and more

    In-brief Governments around the world should pass intellectual property laws that grant rights to AI systems, two academics at the University of New South Wales in Australia argued.

    Alexandra George, and Toby Walsh, professors of law and AI, respectively, believe failing to recognize machines as inventors could have long-lasting impacts on economies and societies. 

    "If courts and governments decide that AI-made inventions cannot be patented, the implications could be huge," they wrote in a comment article published in Nature. "Funders and businesses would be less incentivized to pursue useful research using AI inventors when a return on their investment could be limited. Society could miss out on the development of worthwhile and life-saving inventions."

    Continue reading
  • Declassified and released: More secret files on US govt's emergency doomsday powers
    Nuke incoming? Quick break out the plans for rationing, censorship, property seizures, and more

    More papers describing the orders and messages the US President can issue in the event of apocalyptic crises, such as a devastating nuclear attack, have been declassified and released for all to see.

    These government files are part of a larger collection of records that discuss the nature, reach, and use of secret Presidential Emergency Action Documents: these are executive orders, announcements, and statements to Congress that are all ready to sign and send out as soon as a doomsday scenario occurs. PEADs are supposed to give America's commander-in-chief immediate extraordinary powers to overcome extraordinary events.

    PEADs have never been declassified or revealed before. They remain hush-hush, and their exact details are not publicly known.

    Continue reading
  • Stolen university credentials up for sale by Russian crooks, FBI warns
    Forget dark-web souks, thousands of these are already being traded on public bazaars

    Russian crooks are selling network credentials and virtual private network access for a "multitude" of US universities and colleges on criminal marketplaces, according to the FBI.

    According to a warning issued on Thursday, these stolen credentials sell for thousands of dollars on both dark web and public internet forums, and could lead to subsequent cyberattacks against individual employees or the schools themselves.

    "The exposure of usernames and passwords can lead to brute force credential stuffing computer network attacks, whereby attackers attempt logins across various internet sites or exploit them for subsequent cyber attacks as criminal actors take advantage of users recycling the same credentials across multiple accounts, internet sites, and services," the Feds' alert [PDF] said.

    Continue reading

Biting the hand that feeds IT © 1998–2022