A MuleSoft shareholder is suing the dev tools specialist, alleging the biz took a lowball offer when it was gobbled up by Salesforce.
A complaint [PDF] submitted to a northern California US district court today accuses both MuleSoft and Salesforce, along with a handful of MuleSoft execs, of violating American securities law by pushing through a merger that, the plaintiff claims, does not give MuleSoft shareholders fair value.
The legal challenge was brought by Chris Robinson, a MuleSoft investor, who hopes to act on behalf of fellow stockholders.
MuleSoft did not respond to a request for comment on the class-action suit.
The two companies announced the merger back on March 20. Under the terms of the deal, Salesforce is set to pay out a total of $6.5bn to acquire MuleSoft's outstanding shares at $36 per and issue MuleSoft stakeholders .0711 shares in Salesforce stock for each share owned.
According to the complaint, however, that price was far below what investors stood to reap in the coming years.
"Despite MuleSoft’s prospects, the Board agreed to sell the Company to Salesforce in a process that lasted just a few weeks," the complaint alleges.
"No market check was conducted. And given the possibility of $1bn in revenues in just a few short years, the Merger Consideration does not maximize stockholder value."
Robinson contends that, within three years, MuleSoft stood to pump up its share price to around $46.50 and grow revenues to $1bn annually. At that rate, he argues, Salesforce is getting a major bargain on its new acquisition, and MuleSoft execs are putting their own compensation – around $75m in equity and buyouts – over the company's best interests.
"The treatment of these equity awards, in addition to benefits provided to executive officers through MuleSoft’s Severance Policy, will create a windfall for MuleSoft’s executive officers that is unavailable to the common stockholders," the complaint reads.
Robinson has demanded a jury trial, an injunction barring the companies from completing the deal, damages, and his legal bills paid. ®
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