On February 10, 2021, NIC and Tyler Technologies, Inc. jointly announced their entry into an Agreement and Plan of Merger dated February 9, 2021 to sell NIC to Tyler in a transaction valued at approximately $2.3 billion. If consummated, the agreement presently provides that NIC stockholders will receive $34.00 in cash for each share of NIC they own. Merger Sub will merge with and into NIC, with NIC continuing as the surviving corporation and a wholly-owned subsidiary of Tyler.
On March 17, 2021, in support of the Proposed Transaction, NIC filed a Definitive Proxy Statement on Schedule 14A with the United States Securities and Exchange Commission. The Complaint alleges that the Board has failed to provide stockholders with material information necessary for them to make an informed voting or appraisal decision with respect to the Proposed Transaction. Specifically, the Complaint alleges the Proxy is materially misleading in many respects, including failing to disclose (a) the key inputs and assumptions underlying the valuation analyses prepared by the Company’s financial advisor in connection with the rendering of its fairness opinion in support of the Proposed Transaction; and (b) material information concerning the sale process leading up to the Proposed Transaction.