Case 5:22-cv-00551-SVK Document 1 Filed 01/27/22 Page 1 of 24
`Case 5:22-cv-00551-SVK Document1 Filed 01/27/22 Page 1 of 24
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`BRODSKY & SMITH
`Evan J. Smith, Esquire (SBN 242352)
`esmith@brodskysmith.com
`Ryan P. Cardona, Esquire (SBN 302113)
`rcardona@brodskysmith.com
`9595 Wilshire Boulevard, Suite 900
`Beverly Hills, CA 90212
`Phone: (877) 534-2590
`Facsimile: (310) 247-0160
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`Attorneys for Plaintiff
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`UNITED STATES DISTRICT COURT
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`NORTHERNDISTRICT OF CALIFORNIA
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`GABRIEL ESPINOZA,
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`Plaintiff,
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`vs.
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`VOCERA COMMUNICATIONS, INC.,
`JOHN N. MCMULLEN,SHARONL.
`O'KEEFE, MIKE BURKLAND,
`RONALD A. PAULUS, BHARAT
`SUNDARAM,JULIE ISKOW, BRENT D.
`LANG, ALEXA KING, and HOWARD E.
`JANZEN,
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`Defendants.
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`Case No.:
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`ComplaintFor:
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`of
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`Breach
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`(1) Breach of Fiduciary Duties
`(2) Aiding
`and
` Abetting
`Fiduciary Duties
`(3) Violation of § 14 (e) of the Securities
`Exchange Act of 1934
`(4) Violation of § 14 (d) of the Securities
`Exchange Act of 1934
`(5) Violation of § 20(a) of the Securities
`Exchange Act of 1934
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`JURY TRIAL DEMANDED
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`Plaintiff, Gabriel Espinoza (‘Plaintiff’), by and through his attorneys, alleges upon
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`information and belief, except for those allegations that pertain to him, which are alleged upon
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`personal knowledge,as follows:
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`SUMMARYOF THE ACTION
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`1.
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`Plaintiff brings this stockholder action against Vocera Communications, Inc.
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`(“Vocera” or the “Company”) and the Company’s Board of Directors (the “Board” or the
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`“Individual Defendants,” collectively with the Company, the “Defendants”), for breaches of
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`fiduciary duty and for violations of Sections 14(e), 14(d) and 20(a) of the Securities and Exchange
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`COMPLAINT
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`Act of 1934 (the “Exchange Act”) as a result of Defendants’ efforts to sell the Company to Stryker
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`Corporation, Inc. (“Parent”) through merger vehicle Voice Merger Sub Corp. (“Merger Sub”)
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`(collectively with “Parent,” “Stryker’”) as a result of an unfair process, and to enjoin an upcoming
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`tender off on a proposedall cash transaction (the “Proposed Transaction”).
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`2.
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`The terms of the Proposed Transaction were memorialized in a January 6, 2022,
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`filing with the Securities and Exchange Commission (“SEC”) on Form 8-K attaching the definitive
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`Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger
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`Agreement, Stryker will acquire all of the remaining outstanding shares of Vocera’ commonstock
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`at a price of $79.25 per share in cash. Asa result, Vocera will become an indirect wholly-owned
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`subsidiary of Stryker.
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`3.
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`Thereafter, on January 25, 2022, Vocera filed a Solicitation/Recommendation
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`Statement on Schedule 14D-9 (the “Recommendation Statement”) with the SEC in support of the
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`Proposed Transaction.
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`4.
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`In approving the Proposed Transaction, the Individual Defendants have breached
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`their fiduciary duties of loyalty, good faith, due care and disclosure by, inter alia, (i) agreeing to
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`sell Vocera withoutfirst taking steps to ensure that Plaintiff in his capacity as a public Company
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`stockholder would obtain adequate, fair and maximum consideration under the circumstances; and
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`(ii) engineering the Proposed Transaction to benefit themselves and/or Vocera without regard for
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`Plaintiff in his capacity as a public Company stockholder. Accordingly, this action seeks to enjoin
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`the Proposed Transaction and compel
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`the Individual Defendants to properly exercise their
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`fiduciary duties to Plaintiff in his capacity as a public Company stockholder.
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`5.
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`Next, it appears as though the Board hasentered into the Proposed Transaction to
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`procure for itself and senior management of the Companysignificant and immediate benefits with
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`no thought to Plaintiff as a public stockholder. For instance, pursuant to the terms of the Merger
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`Agreement, upon the consummation of the Proposed Transaction, Company Board Members and
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`executive officers will be able to exchange all Company equity awards for the merger
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`consideration.
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`COMPLAINT
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`6.
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`In violation of the Exchange Act, Defendants caused to be filed the materially
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`deficient Recommendation Statement on January 25, 2022, with the SEC in an effort to solicit
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`stockholders,
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`including Plaintiff,
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`to tender their Vocera shares in favor of the Proposed
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`Transaction. The Recommendation Statement is materially deficient, deprives Plaintiff of the
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`information necessary to make an intelligent, informed and rational decision of whether to tender
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`in favor of the Proposed Transaction, and is thus in violation of the Exchange Act. As detailed
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`below,
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`the Recommendation Statement omits and/or misrepresents material
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`information
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`concerning, among other things: (a) the sales process and in particular certain conflicts of interest
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`for management; (b) the financial projections for Vocera, provided by Vocera to the Company’s
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`financial advisors Evercore Group, L.L.C. (“Evercore”); and (c) the data and inputs underlying the
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`financial valuation analyses, if any, that purport to support the fairness opinions created by
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`Evercore and provided to the Company and the Board.
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`Accordingly, this action seeks to enjoin the Proposed Transaction.
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`Absent judicial
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`intervention,
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`the Proposed Transaction will be consummated,
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`resulting in irreparable injury to Plaintiff. This action seeks to enjoin the Proposed Transaction.
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`9.
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`Plaintiff is a citizen of California and,at all times relevant hereto, has been a Vocera
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`PARTIES
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`stockholder.
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`10.
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`Defendant Vocera provides secure, integrated, and intelligent communication and
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`workflow solutions that empowers mobile workers in healthcare, hospitality, retail, energy,
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`education, and other mission-critical mobile work environments in the United States and
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`internationally. Vocera is incorporated under the laws ofthe State of Delawareandhasits principal
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`place of business at 525 Race Street, San Jose, CA. Shares of Vocera commonstock are traded
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`on the New York Stock Exchange under the symbol “VCRA.”
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`Defendant John N. McMullen (“McMullen”) has been a Director of the Company
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`at all relevant times.
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`12.
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`Defendant Sharon L. O'Keefe (“O’Keefe”) has been a director of the Company
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`at all relevant times.
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`Defendant Mike Burkland (“Burkland”) has been a director of the Companyat
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`all relevant times.
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`Defendant Ronald A. Paulus (“Paulus”) has been a director of the Company at
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`all relevant times.
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`Defendant Bharat Sundaram (“Sundaram”) has been a director of the Company at
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`all relevant times.
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`Defendant Julie Iskow (“Iskow”) has been a director of the Companyat all relevant
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`times.
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`Defendant Brent D. Lang (“Lang”) has been a director of the Company atall
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`relevant times. In addition, Lang serves as the Company’s Chief Executive Officer (“CEO”).
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`Defendant Alexa King (“King”) has been a director of the Companyat all relevant
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`times.
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`Defendant Howard E. Janzen (“Janzen”) has been a director of the Companyatall
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`relevant times.
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`20.
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`Defendants identified in § 10 - 19 are collectively referred to as the “Individual
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`Defendants.”
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`21.
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`Non-Party Parentis a Stryker Corporation operates as a medical
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`technology
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`company. Parent was founded in 1941 and is headquartered in Kalamazoo, Michigan. Shares of
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`Parent commonstock are traded on the New York Stock Exchange under the symbol “SYK”.
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`22.|Non-Party Merger Sub is a wholly owned subsidiary of Parent created to effectuate
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`the Proposed Transaction.
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`JURISDICTION AND VENUE
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`23.
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`This Court has subject matter jurisdiction pursuant to Section 27 of the Exchange
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`Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1331 (federal question jurisdiction) as Plaintiff alleges
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`violations of Sections 14(a) and 20(a) of the Exchange Act. This action is not a collusive one to
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`confer jurisdiction on a court of the United States, which it would not otherwise have. The Court
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`has supplementaljurisdiction over any claimsarising understate law pursuantto 28 U.S.C. § 1367.
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`24.
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`Personal jurisdiction exists over each defendant either because the defendant
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`conducts business in or maintains operationsin this District or is an individual whois either present
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`in this District for jurisdictional purposes or has sufficient minimum contacts with this District as
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`to render the exercise of jurisdiction over defendant by this Court permissible undertraditional
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`notions of fair play and substantial justice.
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`25.
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`Venue is proper in this District pursuant to 28 U.S.C. § 1391, because Vocera
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`maintainsits principal offices in this district, and each of the Individual Defendants, as Company
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`officers or directors, has extensive contacts within this District.
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`THE INDIVIDUAL DEFENDANTS’ FIDUCAIRY DUTIES
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`26.
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`By reason of the Individual Defendants’ positions with the Company asofficers
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`and/or directors, said individuals are in a fiduciary relationship with Vocera and owethe public
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`stockholders of the Company,including Plaintiff, the duties of due care, loyalty, and good faith.
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`27.
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`By virtue of their positions as directors and/or officers of Vocera, the Individual
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`Defendants, at all relevant times, had the power to control and influence, and did control and
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`influence and cause Vocera to engage in the practices complainedofherein.
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`Each ofthe Individual Defendants are required to act with due care, loyalty, good
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`faith andin the best interests ofthe Company public stockholders including Plaintiff. To diligently
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`comply with these duties, directors of a corporation must:
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`act with the requisite diligence and duecare that is reasonable under the
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`circumstances;
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`act in the best interest of the Company and its public stockholders,
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`including Plaintiff;
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`c. use reasonable meansto obtain material information relating to a given
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`action or decision;
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`refrain from acts involving conflicts of interest between the fulfillment
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`of their roles in the Companyandthe fulfillment of any other roles or
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`their personal affairs;
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`avoid competing against
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`the company or exploiting any business
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`opportunities of the company for their own benefit, or the benefit of
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`others; and
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`disclose to the Companyall information and documentsrelating to the
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`company’s affairs that they received by virtue of their positions in the
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`Company.
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`In accordance with their duties of loyalty and good faith, the Individual
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`Defendants, as directors and/or officers of Vocera, are obligated to refrain from:
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`participating in any transaction where the directors’ or officers’
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`loyalties are divided;
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`participating in any transaction where the directors or officers are
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`entitled to receive personal financial benefit not equally shared by the
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`Companyorits public stockholders including Plaintiff; and/or
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`unjustly enriching themselves at the expense orto the detriment of
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`the Companyorits stockholders including Plaintiff.
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`30.
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`Plaintiff alleges herein that the Individual Defendants, separately and together, in
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`connection with the Proposed Transaction, violated, and are violating, the fiduciary duties they
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`oweto Plaintiff as a public stockholder of Vocera, including their duties of loyalty, good faith, and
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`due care.
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`Asaresult of the Individual Defendants’ divided loyalties, Plaintiff will not receive
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`adequate, fair or maximum value for his Vocera commonstock in the Proposed Transaction.
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`- SUBSTANTIVE ALLEGATIONS
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`Company Background
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`32.|Vocera provides secure, integrated, and intelligent communication and workflow
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`solutions that empowers mobile workers in healthcare, hospitality, retail, energy, education, and
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`other mission-critical mobile work environments in the United States and internationally. The
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`company's communication solution integrates with other clinical systems, including electronic
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`health records, nurse call systems, and patient monitoring, as well as to provide critical data,alerts,
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`alarms, and clinical context that enable workflow.
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`The Company also offers Vocera Communication and Workflow System, a
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`software platform, which connects communication devices, such as hands-free, wearable, and
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`voice-controlled Smartbadge and badges, as well as third-party mobile devices; and Vocera Care
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`Experience, a hosted software suite that coordinates and streamlines provider-to-patient and
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`provider-to-provider communication andclinical rounding to enhance quality of care, patient and
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`staff experience, reduce care provider's risk, and improve reimbursements, as well as Vocera Ease,
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`a cloud-based communication platform and mobile application to enhance the patient experience
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`by enabling friends and family membersto receive timely updates aboutthe progressoftheir loved
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`one in the hospital. In addition, the company provides professional, software maintenance, and
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`technical support services; and classroom training, distance learning, or customized courseware
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`for systems administrators, IT and industry-specific professionals, and end-user educators.
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`As of December 31, 2020, the company providedits solutions to approximately
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`1,900 healthcare facilities,
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`including large hospital systems, small and medium-sized local
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`hospitals, clinics, surgery centers, and aged-carefacilities. It sells its products through direct sales
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`force, resellers, and distributors. The company wasincorporated in 2000 and is headquartered in
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`San Jose, California.
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`The Company’s most recent
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`financial performance press release,
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`revealing
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`financial results from the quarter preceding the announcement of the Proposed Transaction,
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`indicated sustained and solid financial performance. For example, in the October 28, 2021 press
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`release announcingits 2021 Q3 financial results, the Company highlighted such milestonesastotal
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`revenue of $63.6 million, up 18% compared to $53.8 million last year, GAAPnet incomeof $2.1
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`million compared to $4.2 million last year Adjusted EBITDA of $15.3 million compared to $13.5
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`million last year.
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`36.
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`Speaking on these positive results, CEO Defendant Lang commented on the
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`Company’s positive financial results as follows, “The third quarter was another fantastic quarter
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`for our business with strong growth and customersuccess,” .....““Our market leadership in both the
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`commercial and federal healthcare markets continued with impressive bookings and revenue
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`growth, demonstrating the value of our unique solutions and the strong execution by our team.”
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`The results from earlier in 2021 told the same story. When the Company announced
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`its Q2 2021 earnings on July 29. 2021, it highlighted similar success, posting results such astotal
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`revenue of $56.2 million, up 19% compared to $47.3 million last year.
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`These positive results are not an anomaly, but rather, are indicative of a trend of
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`continued financial success and future potential success by Vocera. Clearly, based upon these
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`positive financial results and outlook, the Companyislikely to have tremendousfuture success.
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`39.
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`Despite this upward trajectory and continually increasing financial results, the
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`Individual Defendants have caused Vocera to enter into the Proposed Transaction without
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`providing requisite information to Vocera stockholders such asPlaintiff.
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`The Flawed Sales Process
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`40.
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`As detailed in the Recommendation Statement,
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`the process deployed by the
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`Individual Defendants was flawed and inadequate, was conducted out of the self-interest of the
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`Individual Defendants and was designed with only one concern in mind — to effectuate a sale of
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`the Company by any meanspossible.
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`41.
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`Notably,
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`the Recommendation Statement indicates that an “informal advisory
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`team” of the Board members and members of the management team wascreated to “help advise”
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`Vocera management regarding the sales process. However,
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`the Recommendation Statement
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`indicates is silent as to whetherthis informal advisory team wasnot delegated any actual authority.
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`Moreover, the Recommendation Statement clearly indicates that Company insiders sat on this
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`informal advisory team. The Recommendation Statementfails to indicate why a proper, formal,
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`committee of disinterested and independent directors was not created to run the sales process
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`42.
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`In addition,
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`the Recommendation Statement
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`is silent as to the nature of the
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`confidentiality agreements entered into between the Company andpotentially interested third
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`parties, including Stryker, throughoutthesales process, if any, and whether these agreementsdiffer
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`from each other, and if so in what way. The Recommendation Statementalso fails to disclose all
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`specific conditions under which any standstill provision contained in any entered confidentiality
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`agreement entered into between the Companyandany potentially interested third parties, including
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`Stryker, throughout the sales process, if any, would fall away
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`43.
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`It is not surprising, given this backgroundto the overall sales process, that it was
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`conducted in an inappropriate and misleading manner.
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`The Proposed Transaction
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`44,
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`On January 6, 2022, Stryker issued a press release announcing the Proposed
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`Transaction. Thepressrelease stated, in relevant part:
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`Kalamazoo, Michigan — January 6, 2022 — Stryker (NYSE: SYK) announced
`today a definitive merger agreement to acquire all of the issued and outstanding
`shares of common stock of Vocera Communications, Inc. (NYSE: VCRA) for
`$79.25 per share, or a total equity value of approximately $2.97 billion and a total
`enterprise value of approximately $3.09 billion (including convertible notes).
`Vocera, which was founded in 2000, has emerged as a leading platform in the
`digital care coordination and communication category. The importance of this
`growing segment has continued to expand throughout the pandemicas it aims to
`reduce cognitive overload for caregivers and enables them to deliver the best patient
`care possible.
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`Vocera brings a highly complementary and innovative portfolio to Stryker’s
`Medical division that will address the increasing need for hospitals to connect
`caregivers and disparate data-generating medical devices, which will help drive
`efficiencies and improve safety and outcomes. Vocera’s highly developed software
`competency, unique and innovative hardware solutions, and the ability to securely
`enable remote communication between patients and their families, complements
`Stryker's Advanced Digital Healthcare offerings. The combined business will
`further advance Stryker’s focus on preventing adverse events throughout the
`continuum ofcare.
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`“This acquisition underscores our commitment and focus on our customer," stated
`Kevin Lobo, Chair and Chief Executive Officer, Stryker. “Vocera will help Stryker
`significantly accelerate our digital aspirations to improvethe lives of caregivers and
`patients.”
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`Case 5:22-cv-00551-SVK Document 1 Filed 01/27/22 Page 10 of 24
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`“Today’s milestone represents an exciting opportunity for Vocera given the clear
`alignment of mission, goals and culture between our two organizations and our
`ability to drive even greater economic and clinical value for our customers,” said
`Brent Lang, Chairman and Chief Executive Officer, Vocera.
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`Underthe terms of the merger agreement, Stryker will commencea tenderoffer for
`all outstanding shares of commonstock of Vocera for $79.25 per share in cash. The
`boards of directors of both Stryker and Vocera have unanimously approved the
`transaction. The closing of the transaction is subject to expiration or termination of
`the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
`Act, completion of the tender offer and other customary closing conditions.
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`The acquisition is expected to close in the first quarter of 2022 and is expected to
`have a neutral impact to net earnings per diluted share in 2022.
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`The Inadequate Merger Consideration
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`45.
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`Significantly, the Company’s financial prospects, opportunities for future
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`growth, and investmentin innovation establish the inadequacy ofthe merger consideration.
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`46.
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`First,
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`the compensation afforded under the Proposed Transaction to
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`Company stockholders significantly undervalues the Company. The proposed valuation
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`does not adequately reflect the intrinsic value of the Company.
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`47.
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`Moreover, post-closure, Plaintiff will be frozen out of his ownership interest
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`in the Company andwill not be able to reap the rewards of the Company’s future prospects.
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`48.
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`It is clear from these statements andthe facts set forth herein that this deal
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`is designed to maximize benefits for Stryker at the expense of Vocera stockholders,
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`including specifically Plaintiff, which clearly indicates that Plaintiff in his capacity as a
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`Vocera stockholder was not an overriding concern in the formation of the Proposed
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`Transaction.
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`Preclusive Deal Mechanisms
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`49,
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`The Merger Agreement contains certain provisions that unduly benefit Stryker by
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`making an alternative transaction either prohibitively expensive or otherwise impossible.
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`Significantly, the Merger Agreementcontainsa termination fee provision that is especially onerous
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`and impermissible. Notably, in the event of termination, the merger agreement requires Vocera to
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`COMPLAINT
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`Case 5:22-cv-00551-SVK Document 1 Filed 01/27/22 Page 11 of 24
`Case 5:22-cv-00551-SVK Document1 Filed 01/27/22 Page 11 of 24
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`pay up to $108.7 million to Stryker, if the Merger Agreement is terminated under certain
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`circumstances. Moreover, under one circumstance, Vocera must pay this termination fee even if
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`it consummates any competing Alternative Acquisition Agreement (as defined in the Merger
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`Agreement) within 12 months following the termination of the Merger Agreement.
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`The
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`termination fee will make the Company that much more expensive to acquire for potential
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`purchasers. The termination fee in combination with other preclusive deal protection devices will
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`all but ensure that no competing offer will be forthcoming.
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`Vocera from considering alternative acquisition proposals by, inter alia, constraining Vocera’s
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`ability to solicit or communicate with potential acquirers or consider their proposals. Specifically,
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`the provision prohibits the Company from directly or indirectly soliciting, initiating, proposing or
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`inducing any alternative proposal, but permits the Board to consider an unsolicited bona fide
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`acquisition proposal if it constitutes or is reasonably calculated to lead to a “Superior Company
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`Proposal”as defined in the Merger Agreement.
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`50.|The Merger Agreement also contains a “No Solicitation” provision that restricts
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`oOSoNNDD
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`51.|Moreover, the Merger Agreementfurther reduces the possibility of a topping offer
`15
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`from an unsolicited purchaser. Here, the Individual Defendants agreed to provide Stryker
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`information in order to match any other offer, thus providing Stryker access to the unsolicited
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`bidder’s financial information and giving Stryker the ability to top the superior offer. Thus, a rival
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`bidderis not likely to emerge with the cards stacked so muchin favor of Stryker.
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`52.
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`These provisions, individually and collectively, materially and improperly impede
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`the Board’s ability to fulfill its fiduciary duties with respect to fully and fairly investigating and
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`pursuing other reasonable and more valuable proposals and alternatives in the best interests
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`Plaintiff in its capacity as a public Companystockholder.
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`53.
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`Accordingly,
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`the Company’s
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`true value
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`is
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`compromised by the
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`consideration offered in the Proposed Transaction.
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`Potential Conflicts ofInterest
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`54.
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`The breakdown of the benefits of the deal indicate that Vocera insiders are the
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`Case 5:22-cv-00551-SVK Document 1 Filed 01/27/22 Page 12 of 24
`Case 5:22-cv-00551-SVK Document1 Filed 01/27/22 Page 12 of 24
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`primary beneficiaries of the Proposed Transaction, not the Company’s public stockholders such as
`
`Plaintiff. The Board and the Company’s executive officers are conflicted because they will have
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`secured unique benefits for themselves from the Proposed Transaction not available to Plaintiff as
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`a public stockholder of Vocera.
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`55.|Notably, Company insiders, currently own large, illiquid portions of Company
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`stock, which will be exchanged for the merger consideration upon the consummation of the
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`Proposed Transaction as follows:
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`Name
`Executive Officers(1)
`Brent D. Lang(2)
`Steven J. Anheier
`M. Bridget Duffy
`Paul T. Johnson
`Douglas A. Carlen
`Justin R. Spencer
`
`Non-Employee Directors
`Michael Burkland
`Julie Iskow
`Howard E. Janzen
`Alexa King
`John N. McMullen
`Sharon L. O’ Keefe
`Ronald A. Paulus
`Bharat Sundaram
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`Table of Share-Related Payments
`
`Numberof
`Shares Owned (#)
`
`Total Offer Price
`Payable for Shares($)
`
`252,045
`3,969
`13,343
`64,558
`29,485
`54,452
`
`40,558
`12,041
`48,687
`37,729
`20,950
`39,687
`11,815
`12,041
`
`19,974,566
`314,543
`1,057,433
`5,116,222
`2,336,686
`4,315,321
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`3,214,222
`954,249
`3,858,445
`2,990,023
`1,660,288
`3,145,195
`936,339
`954,249
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`56.
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`Additionally, Company insiders, currently own Company options, restricted stock
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`units, and other equity awards, which will be exchanged for the merger consideration upon the
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`consummation of the Proposed Transaction as follows:
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`Name
`Executive Officers:
`Brent D. Lang
`Steven J. Anheier
`Douglas A. Carlen
`M.Bridget Duffy
`Paul T. Johnson
`Justin R. Spencer
`
`Unvested PSUs
`Unvested RSUs
`Vested Options
`Total Cash
`Numberof
`Cash
`Numberof
`Cash
`Numberof
`Cash
`Underlying Consideration Underlying Consideration Underlying Consideration Consideration
`Shares
`Payable
`Shares
`Payable
`Shares
`Payable
`Payable
`(#)()
`($)(2)
`(#)(3)
`($)(4)
`(#)(5)
`($)(6)
`($)(7)
`
`3
`
`—
`—
`—
`48,552
`—
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`199
`—_
`_
`=
`3,088,754
`=
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`193,496
`29,273
`50,114
`50,114
`66,568
`—
`
`15,334,558
`2,319,885
`3,971,535
`3,971,535
`5,275,514
`—
`
`254,184 20,144,082
`40,874
`3,239,265
`54,266
`4,300,581
`54,266
`4,300,581
`87,649
`6,946,183
`—
`—
`
`35,478,839
`5,559,150
`8,272,116
`8,272,116
`15,310,451
`-=
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`COMPLAINT
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`

`

`Case 5:22-cv-00551-SVK Document 1 Filed 01/27/22 Page 13 of 24
`Case 5:22-cv-00551-SVK Document1 Filed 01/27/22 Page 13 of 24
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`Non-Employee Directors:
`Michael Burkland
`Julie Iskow
`Howard E. Janzen
`Alexa King
`John N. McMullen
`Sharon L. O’Keefe
`Ronald A. Paulus
`Bharat Sundaram
`
`—
`—
`—
`—
`—
`=
`_
`-=
`
`=
`—
`--
`_:
`—
`=
`=
`a
`
`4,379
`4,379
`4,379
`4,379
`4,379
`4,379
`4,379
`4,379
`
`347,036
`347,036
`347,036
`347,036
`347,036
`347,036
`347,036
`347,036
`
`=
`—
`—
`_—
`—
`—
`_—
`—
`
`—
`—
`=
`=
`—
`—
`=
`—
`
`347,036
`347,036
`347,036
`347,036
`347,036
`347,036
`347,036
`347,036
`
`57.
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`In addition, certain employment agreements with certain Vocera executives, entitle
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`such executives to severance packages should their employment be terminated under certain
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`circumstances. These ‘golden parachute’ packagesare significant, and will grant each director or
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`officer entitled to them millions of dollars, compensation not shared by Plaintiff and will be paid
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`out as follows:
`
`Name(1)
`Brent D. Lang
`Steven J. Anheier
`Douglas A. Carlen
`M.Bridget Duffy
`Paul T. Johnson
`
`Golden Parachute Compensation
`
`Cash (S)Q)
`1,711,884
`512,328
`337,397
`359,598
`565,830
`
`Equity (S)(2)
`35,478,640
`5,559,150
`8,272,115
`8,272,115
`12,221,697
`
`Perquisites/Benefits
`(3)G)
`51,56]
`43,158
`32,369
`22,805
`43,158
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`Total (4)
`37,242,085
`6,114,636
`8,641,881
`8,654,518
`12,830,685
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`58.
`
`The Recommendation Statementalso fails to adequately disclose communications
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`regarding post-transaction employmentduring the negotiation of the underlying transaction must
`
`be disclosed to stockholders. Communications regarding post-transaction employment during the
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`negotiation of the underlying transaction must be disclosed to stockholders. This information is
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`necessary for Plaintiff to understand potential conflicts of interest of management and the Board,
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`as that information provides illumination concerning motivations that would prevent fiduciaries
`
`from acting solely in the best interests of the Company’s stockholders.
`
`59.
`
`Thus, while the Proposed Transactionis notin the best interests of Vocera, Plaintiff
`
`or Company stockholders,
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`it will produce lucrative benefits for the Company’s officers and
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`directors.
`
`The Materially Misleading and/or Incomplete Recommendation Statement
`
`60.
`
`On January 25, 2022, the Vocera Board causedto be filed with the SEC a materially
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`COMPLAINT
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`Case 5:22-cv-00551-SVK Document 1 Filed 01/27/22 Page 14 of 24
`Case 5:22-cv-00551-SVK Document1 Filed 01/27/22 Page 14 of 24
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`misleading and incomplete Recommendation Statement, that in violation the Exchange Act and
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`breach oftheir fiduciary duties, failed to provide Plaintiff in his capacity as a Company stockholder
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`with material information and/or provides materially misleading informationcritical to the total
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`mix of information available to Plaintiff concerning the financial and procedural fairness of the
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`Proposed Transaction.
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`Omissions and/or Material Misrepresentations Concerning the Sales Process leading up
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`to the Proposed Transaction
`
`6l.
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`Specifically, the Recommendation Statement fails to disclose material information
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`concerning the process conducted by the Company and the events leading up to the Proposed
`
`Transaction. In particular, the Recommendation Statementfails to disclose:
`
`a. The specific reasoning as to why the informal advisory team that was created
`
`by the Board to aid in running the sales process contained Board members who
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`were not disinterested or
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`independent and/or company insiders such as
`
`members of management;
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`b. The specific reasoning as to why the informal advisory team created by the
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`Boardto aid in runningthe sales process wasnot delegated any actual authority
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`to run the sales process;
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`c. Whether the terms of any confidentiality agreements entered during the sales
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`process between Vocera on the one hand, and anyother third party (including
`
`Stryker), if any, on the other hand, differed from one another, and if so, in what
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`way;
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`d. All specific conditions under which any standstill provision contained in any
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`entered confidentiality agreement entered into between the Company and
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`potentially interested third parties (including Stryker) throughout the sales
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`process, if any, would fall away; and
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`e. The Recommendation Statement
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`also
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`fails
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`to
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`adequately
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`disclose
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`communications regarding post-transaction employmentduring the negotiation
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`COMPLAINT
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`Case 5:22-cv-00551-SVK Document 1 Filed 01/27/22 Page 15 of 24
`Case 5:22-cv-00551-SVK Document1 Filed 01/27/22 Page 15 of 24
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`of
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`the
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`underlying transaction must
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`be
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`disclosed
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`to
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`stockholders.
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`Communications
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`regarding
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`post-transaction
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`employment
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`during
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`the
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`negotiation of the underlying transaction must be disclosed to stockholders.
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`This information is nece