May 26, 2017 (Shareholders Foundation) - An investor, who currently holds shares of Jive Software Inc (NASDAQ:JIVE), filed a lawsuit in effort to halt the proposed takeover of Jive Software Inc. by ESW Capital, LLC, through its affiliate Wave Systems.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:JIVE stockholders by agreeing to sell Jive Software Inc cheaply via an unfair process to ESW Capital, LLC

On May 1, 2017, Jive Software Inc (NASDAQ:JIVE) announced that ESW Capital, LLC, through its affiliate Wave Systems, is acquiring Jive Software Inc (NASDAQ:JIVE) and that Jive will become a part of the Aurea family of companies. The transaction is valued at $462 million. Under the terms of the agreement, an affiliate of Aurea will commence a tender offer for all of the outstanding shares of Jive Software Inc (NASDAQ:JIVE) common stock for $5.25 in cash per share.

However, plaintiff claims that the proposed consideration NASDAQ:JIVE shareholders will receive is grossly inadequate and undervalues Jive Software Inc. In addition, the plaintiff alleges that the process is also unfair NASDAQ:JIVE stockholders. The plaintiff claims that the defendants agreed to preclusive deal protection devices, such as a $10 million termination fee and a no solicitation provision, that deter other bidders from making a superior offer for Jive Software Inc.