The claims asserted in the complaint arise from the proposed buyout of Sonic by Rovi Corporation ("Rovi"). On December 22, 2010, Sonic entered into an Agreement and Plan of Merger and Reorganization with Rovi and Sparta Acquisition Sub, Inc., a wholly-owned subsidiary of Rovi. Pursuant and subject to the terms of the merger agreement, Sonic shareholders may elect to receive either $14.00 or 0.2489 shares of Rovi common stock for each share they own of Sonic common stock.
The complaint alleges that the members of Sonic's board of directors breached their fiduciary duties of care and loyalty by, among other things, failing to maximize shareholder value and by approving the merger transaction via an unfair process. The complaint alleges that Rovi and Sparta Acquisition Sub aided and abetted the breach of fiduciary duties. The complaint seeks to enjoin the acquisition of Sonic by Rovi, rescission of the transaction in the event it is consummated, imposition of a constructive trust, and monetary damages, fees, and costs.
