LAWSUIT ALERT – Andrews & Springer LLC Announces That A Securities Action Has Been Filed Against KnowBe4, Inc. For Securities Violations - KNBE

Rhea-AI Summary

Andrews & Springer LLC announces a lawsuit against KnowBe4, Inc. (NASDAQ: KNBE) for potential corporate misconduct and violations of federal securities laws. The lawsuit follows a $4.6 billion merger agreement between KnowBe4 and Vista Equity Partners, which offers shareholders $24.90 per share, 11% below Cowen and Company’s target of $28.00 per share. Shareholders claim that the proxy statement filed with the SEC lacks material information regarding the merger, prompting a demand for more disclosures before proceeding. The case is filed in the U.S. District Court, Southern District of New York.

Positive

• Potential for increased scrutiny on KnowBe4's corporate governance due to the lawsuit.

Negative

• Merger consideration of $24.90 per share is 11% lower than analyst target of $28.00.
• Proxy statement deemed false and misleading, raising concerns about transparency in the merger process.

WILMINGTON, Del.--(BUSINESS WIRE)-- Andrews & Springer LLC, a boutique securities class action law firm focused on representing shareholders nationwide, announces that a lawsuit has been filed by another law firm on behalf of shareholders of KnowBe4, Inc. (NASDAQGS: KNBE) (“KnowBe4” or the “Company”) for possible corporate misconduct and violations of federal securities laws.

A copy of the complaint is available from the Court or from Andrews & Springer LLC. If you currently own shares of KnowBe4 and want to receive additional information and protect your investments free of charge, please visit us at http://www.andrewsspringer.com/cases-investigations/knowbe4-merger-class-action-investigation/ or contact Craig J. Springer, Esq. at cspringer@andrewsspringer.com, or call toll free at 1-800-423-6013. You may also follow us on LinkedIn – www.linkedin.com/company/andrews-&-springer-llc, Twitter – www.twitter.com/AndrewsSpringer or Facebook - www.facebook.com/AndrewsSpringer for future updates.

On October 11, 2022, KnowBe4 and Vista Equity Partners (“Vista”) publicly announced the signing of a definitive merger agreement pursuant to which Vista will acquire KnowBe4 in a merger worth $4.6 billion. As a result of the merger, KnowBe4 shareholders are only anticipated to receive $24.90 per share in cash in exchange for each share of KnowBe4 (the “Merger”). While the Company claims that shareholders will receive a premium for their shares, the merger price is 11% less than the $28.00 per share price target set by Cowen and Company and Truist Securities in August and September 2022, just months prior to the announcement of the Merger. The consideration is also less than KnowBe4’s 52-week high of $27.40 per share.

A KnowBe4 shareholder represented by another law firm has filed a complaint against KnowBe4 for federal securities violations. The complaint was filed in the United States District Court, Southern District of New York, Case No. 1:22-cv-09727.

According to the lawsuit, which was filed on November 15, 2022, defendants filed a proxy statement (the “Proxy”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Merger.

The Proxy omits material information with respect to the Merger, which renders the Proxy false and misleading. Accordingly, plaintiff seeks that the Merger should be enjoined until defendants disclose more information to stockholders.

Andrews & Springer is a boutique securities class action law firm representing shareholders nationwide who are victims of securities fraud, breaches of fiduciary duty or corporate misconduct. Having formerly defended some of the largest financial institutions in the world, our founding members use their valuable knowledge, experience, and superior skill for the sole purpose of achieving positive results for investors. These traits are the hallmarks of our innovative approach to each case our Firm decides to prosecute. For more information please visit our website at www.andrewsspringer.com. This notice may constitute Attorney Advertising.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230119005057/en/

Craig J. Springer, Esq.

cspringer@andrewsspringer.com

Toll Free: 1-800-423-6013

Source: Andrews & Springer LLC

FAQ

What is the lawsuit against KnowBe4 (KNBE) about?

The lawsuit involves allegations of corporate misconduct and violations of federal securities laws related to KnowBe4's merger with Vista Equity Partners.

What is the merger price offered to KnowBe4 shareholders?

KnowBe4 shareholders are offered $24.90 per share as part of the merger agreement with Vista Equity Partners.

When was the lawsuit against KnowBe4 filed?

The lawsuit was filed on November 15, 2022, in the U.S. District Court, Southern District of New York.

How does the merger price compare to previous stock targets for KnowBe4?

The merger price of $24.90 per share is 11% less than the target price of $28.00 set by Cowen and Company.

What are shareholders seeking in the lawsuit against KnowBe4?

Shareholders are seeking to enjoin the merger until KnowBe4 discloses more material information to stockholders.