ARUBA NETWORKS, INC. - 10-Q filing on 2015-03-10

Subsequent Events	6 Months Ended
Subsequent Events	Jan. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Merger Agreement On March 2, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hewlett-Packard Company (“Parent” or “HP”) and Aspen Acquisition Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of certain conditions therein, Merger Sub will merge with and into the Company (the “Merger”). As a result of the Merger, Merger Sub will cease to exist, and the Company will survive as a wholly-owned subsidiary of HP. Pursuant to the Merger Agreement, among other things, at the effective time of the Merger, each share of the Company’s Common Stock issued and outstanding immediately prior to such time (excluding (i) any shares held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub at the effective time of the Merger and (ii) any shares of the Company issued and outstanding at the effective time of the Merger that are held by any holder who has not voted in favor of the Merger and who is entitled to demand and properly demands appraisal of such shares pursuant to Section 262 of the Delaware General Corporation Law) will be cancelled and extinguished and automatically converted into the right to receive $24.67 in cash, without interest, and subject to deduction for any required withholding tax. Outstanding options exercisable for the Company’s Common Stock, restricted stock units and market stock units will be treated at the effective time of the Merger as more fully set forth in the Merger Agreement. The completion of the Merger is subject to customary conditions, including without limitation, approval of the Merger by the Company’s stockholders, the absence of certain legal impediments, antitrust regulatory approval pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the antitrust laws of certain other jurisdictions, and the expiration or termination of the respective waiting periods required in connection with such required antitrust approvals. The Merger Agreement contains certain termination rights for both the Company and HP, and provides that, upon termination of the Merger Agreement under specified circumstances, including, but not limited to, if the Company accepts a superior acquisition proposal, the Company may be required to pay HP a termination fee of $90.0 million. A description of the Merger Agreement is contained in the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2015, and a copy of the Merger Agreement is attached thereto as Exhibit 2.1. Shareholder Class Action On March 9, 2015, a shareholder class action complaint was filed in the Court of Chancery of the State of Delaware, captioned Ballester v. Aruba Networks, Inc., et al., C.A. No. 10765 (Del. Ch. filed March 9, 2015), on behalf of a purported class of Aruba shareholders and naming as defendants Aruba, Aruba's Board of Directors, HP, and the Merger Sub. The plaintiffs alleges that, in connection with the proposed acquisition of Aruba by HP, the individual defendants breached their fiduciary duties to Aruba shareholders by, among other things, failing to take steps to maximize the value of Aruba to its shareholders and agreeing to certain terms in the merger agreement. The complaint further alleges that HP and the Merger Sub aided and abetted the individual defendants in the alleged breaches of their fiduciary duties. The complaint seeks, among other things, an order enjoining the defendants from consummating the proposed transaction, and attorneys' fees and costs. The Company believes that it has meritorious defenses to these claims and intends to defend the litigation vigorously.