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Ademi & O’Reilly, LLP is investigating the Board of Imperva Technologies Corporation (Nasdaq:IMPV) for possible breaches of fiduciary duty and other violations of the law in connection with the sale of Imperva to Thoma Bravo.

Ademi & O’Reilly, LLP alleges Imperva’s long-term financial outlook is improving and yet Imperva shareholders will receive the equivalent of only $55.75 for each share of Imperva common stock.  Thoma Bravo is well aware of Imperva’s improving financial metrics and is purchasing Imperva at a substantial discount.  The merger agreement unreasonably limits competing bids for Imperva by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Imperva receive and accept a superior bid. Imperva insiders, their affiliates and other major shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of Imperva. Our investigation centers on the conduct of Imperva’s Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Imperva given its current financial condition and prospects.