Varjabedian

ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS

I. INTRODUCTION

This is a putative securities class action brought by Plaintiff Gary Varjabedian against Defendants Emulex 1 Corporation (“Emulex”), Emerald Merger Sub, Inc. (“Merger Sub”), Avago Technologies Wireless (U.S.A.) Manufacturing, Inc. (“Ava-go”), and'ten members of Emulex’s Board and management (the “Individual Defendants”) (collectively, “Defendants”). 1 ' Ava-go acquired Emulex in 2015 after the two companies reached a merger agreement and Merger Sub initiated a tender offer for Emulex’s outstanding stock. Emulex solicited a fairness opinion from its financial advisor, Goldman Sachs, who performed financial analyses and determined that the proposed merger, which produced a 26.4% premium over Emulex’s stock price at the time, was fair-to shareholders. Emulex subsequently issued a statement that-summarized Goldman Sachs’ findings and recommended that investors tender their shares. Emulex’s statement did not mention a one-page chart Goldman Sachs had created which indicated that although Emulex’s premium was within industry norms, it was also below-average. Plaintiff argues that by omitting the one-page chart from its…