EX-99.(A)(5)(V) 4 dex99a5v.htm CLASS ACTION COMPLAINT - "SHAIKH V. YEH ET AL." Class Action complaint - "Shaikh v. Yeh et al."

Exhibit (a)(5)(v)

 

   STEPHEN R. BASSER (121590)   
1    SAMUEL M. WARD (216562)   
   BARRACK, RODOS & BACINE   
2    One America Plaza   
   600 West Broadway, Suite 900   
3    San Diego, CA 92101   
   Telephone:    (619) 230-0800   
4    Facsimile:     (619) 230-1874   
5      
   Counsel For Plaintiff Anis Shaikh   
6      
7      
8      
9    SUPERIOR COURT OF THE STATE OF CALIFORNIA
     
10    COUNTY OF SANTA CLARA
11      
12      
   ANIS SHAIKH,    CASE NO. 109CV157542
13      
  

Plaintiff,

   CLASS ACTION COMPLAINT FOR
14       INJUNCTIVE RELIEF RE: BREACH OF
  

v.

   FIDUCIARY DUTY AND AIDING AND
15       ABETTING A BREACH OF FIDUCIARY
   BING YEH, YAH WEN HU, RONALD    DUTY
16    CHWANG, TERRY NICKERSON, EDWARD   
   Y.W. YANG, SILICON STORAGE   
17    TECHNOLOGY, INC., PROPHET EQUITY LP,   
   and TECHNOLOGY RESOURCE HOLDINGS,   
18    INC.   
19       JURY TRIAL DEMANDED
20      
  

Defendants

  
21      
     
22   
23      
24      
25      
26      
27      
28      

 

CLASS ACTION COMPLAINT


1    VERIFIED CLASS ACTION COMPLAINT
2   

Plaintiff, Anis Shaikh, by his attorneys, alleges on information and belief except as to

3    paragraph 7, which he alleges on personal knowledge, as follows:
4    SUMMARY OF THE ACTION
5   

1. This is a shareholder class action on behalf of the public shareholders of Silicon

6    Storage Technology, Inc. (“Silicon Storage” or the “Company”) against the Company and its Board
7    of Directors (the “Board” or the “Individual Defendants”), to enjoin the proposed acquisition of
8    Silicon Storage by Technology Resource Holdings, Inc. (“TRH”), a wholly-owned subsidiary of
9    Prophet Equity LP (“Prophet”), and alleging that the Board breached its fiduciary duties in
10    connection with the proposed sale of the Company to Prophet and members of the Company’s
11    management for $2.10 per share in cash, or approximately $201 million in the aggregate (the
12    “Proposed Transaction”).
13   

2. The Proposed Transaction is unfair and fails to maximize shareholder value and

14    otherwise undervalues the Company’s shares. The consideration offered to public shareholders
15    is only a 13% premium over the close of $1.86 per share on the day before the Proposed
16    Transaction was announced publicly. Indeed, the Company’s shares traded at or above the
17    offering price as recently as two weeks before the Proposed Transaction was announced and
18    since the announcement of the Proposed Transaction shares have traded over the inadequate
19    offer price.
20   

3. Accordingly, this action seeks, inter alia, equitable relief seeking to enjoin the

21    Proposed Transaction and compelling the Board to properly exercise its fiduciary duties to
22    maximize shareholder value in connection with the Proposed Transaction or any alternate
23    transaction.
24    JURISDICTION AND VENUE
25   

4. This Court has jurisdiction over the cause of action asserted herein pursuant to

26    the California Constitution, Article VI, § 10, because this case is a cause not given by statute to
27    other trial courts.
28   

5. This Court has jurisdiction over defendant Silicon Storage because it conducts

   business in California and maintains its principal place of business at 1171 Sonora Court,

 

1

CLASS ACTION COMPLAINT


1    Sunnyvale, California. This action is not removable.
2   

6. Venue is proper in this Court because the conduct at issue took place and had an effect

3    in this County.
   PARTIES
4   

7. Plaintiff is, and at all times relevant hereto was, a shareholder of Silicon Storage.

5   

8. Defendant Silicon Storage supplies NOR flash memory semiconductor devices for

6    digital consumers, networking, wireless communications, and the Internet computing markets. The
7    Company produces and sells semiconductor products, including NAND flash controllers and NAND
8    controller-based modules, smart card integrated circuits (“ICs”) and modules, flash microcontrollers,
9    and radio frequency ICs and modules. It also produces and sells various products based on its
10    proprietary SuperFlash design and manufacturing process technology, as well as licenses the
11    SuperFlash technology for applications in semiconductor devices that integrate flash memory with
12    other functions on a monolithic chip. Silicon Storage sells its products in Asia, North America and
   Europe. The Company’s common stock publicly trades on the NASDAQ Stock Market
13    (“NASDAQ”) under the trading symbol “SSTI.” As of October 31, 2009, Silicon Storage had
14    over 95 million shares of common stock outstanding.
15   

9. Defendant Bing Yeh (“Yeh”), one of the co-founders of Silicon Storage, has served

16    as the President and Chief Executive Officer and has been a member of the Company’s Board of
17    Directors since its inception in 1989. In April 2004, he was appointed Chairman of the Board of
18    Directors.
19   

10. Defendant Yaw Wen Hu (“Hu”) has been a member of the Board of Directors of

   Silicon Storage since 1995. He joined the Company in 1993 as Vice President of Technology
20    Development. Currently, defendant Hu is the Executive Vice President and Chief Operating
21    Officer of Silicon Storage.
22   

11. Defendant Ronald Chwang has been a member of the Company’s Board of

23    Directors since June 1997. He is also a member of the Audit Committee and the Compensation
24    Committee and the Chairman of the Nominating and Corporate Governance Committee.
25   

12. Defendant Terry Nickerson has been a member of the Company’s Board of

26    Directors since April 2005. He is the Chairman of the Audit Committee and a member of the
   Compensation Committee and the Nominating and Corporate Governance Committee.
27   

13. Defendant Edward Y.W. Yang has been a member of the Company’s Board of

28   

 

2

CLASS ACTION COMPLAINT


1    Directors since October 2007.
2   

14. Defendant Prophet, a private equity firm, is located at 181 Grand Avenue, Southlake,

   Texas.
3   

15. Defendant TRH, a Delaware corporation, is a Prophet-controlled entity.

4   

16. The defendants identified in ¶¶ 9 - 13 are collectively referred to herein as the

5    “Individual Defendants.” By reason of their positions as officers and/or directors of the Company,
6    the Individual Defendants are in a fiduciary relationship with Plaintiff and the other public
7    shareholders of Silicon Storage, and owe Plaintiff and Silicon Storage’s other shareholders the
8    highest obligations of loyalty, good faith, fair dealing, due care, and full and fair disclosure.
9   

17. Each of the Individual Defendants at all times had the power to control and direct

   Silicon Storage to engage in the misconduct alleged herein. The Individual Defendants’ fiduciary
10    obligations required them to act in the best interest of Plaintiff and all other Silicon Storage
11    shareholders.
12   

18. Each of the Individual Defendants owes fiduciary duties of good faith, fair dealing,

13    loyalty, candor, and due care to Plaintiff and the other members of the Class. They are acting in
14    concert with one another in violating their fiduciary duties as alleged herein, and, specifically, in
15    connection with the Proposed Transaction.
16   

19. As directors and/or officers of a publicly traded corporation, the Individual Defendants

   have an affirmative fiduciary obligation to obtain the highest value reasonably available for the
17    Company’s shareholders and to avoid taking action that:
18   

(a) discourages or inhibits alternative offers to purchase Silicon Storage;

19   

(b) adversely affects the value provided to the Company’s shareholders;

20   

(c) contractually prohibits them from complying with their fiduciary duties;

21   

(d) adversely affects their ability to secure the best value reasonably available under

22   

the circumstances for the corporation’s shareholders; and/or

23   

(e) provides Silicon Storage insiders with preferential treatment at the expense of, or

  

separate from, its public shareholders.

24   

7. In accordance with his/her duties of loyalty and good faith, the Individual Defendants are also

25    obligated to refrain from:
26   

(a) participating in any transaction in which their loyalties are divided;

27   

(b) participating in any transaction in which they will receive a personal financial

28   

 

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CLASS ACTION COMPLAINT


1   

benefit not equally shared by the public shareholders of the corporation; and/or

  

(c) unjustly enriching themselves at the expense or to the detriment of the public

2   

shareholders.

3    SUBSTANTIVE ALLEGATIONS
4   

20. Silicon Storage, which was founded in 1989, designs, manufactures and markets

5    a diversified range of memory and non-memory products for high volume applications in the
6    digital consumer, networking, wireless communications and Internet computing markets. With
   its proprietary, patented SuperFlash technology, the Company is a leading provider of
7    nonvolatile memory solutions for products with various densities of high functionality flash
8    memory components and flash mass storage products. The Company has a broad network of
9    world-class manufacturing partners and technology licensees, including TSMC, which offers it
10    under its trademark Emb-FLASH. Additionally, Silicon Storage offers non-memory products
11    include NAND controller-based products, smart card ICs and modules, flash microcontrollers
12    and radio frequency ICs and modules.
13   

21. The Company’s products have been very successful; On November 2, 2009, just

   days before the announcement of the Proposed Transaction, Silicon Storage unveiled the
14    industry’s first 1.8V, high-speed quad-bit serial flash memory. It features an 80 MHz operating
15    frequency and a specialized instruction set and allows programs to be stored and executed
16    directly from the flash memory without the need for code shadowing. Its technology is ideal for
17    mobile handsets, Bluetooth headsets, GPS devices and other small form factor, portable
18    electronics. This new product follows after the Company won an Innovation of the Year Award
19    from EDN Magazine in April of 2009 for another flash product.
20   

22. The Company’s positive prospects suggest that the Proposed Transaction

   undervalues its shares. Silicon Storage has seen bright prospects in recent months as a result of
21    stronger product and licensing revenue and cost cuts to help the bottom line. Indeed, in
22    September 2009, the Company raised its guidance for the second quarter ending September 30,
23    2009. The Company said it now sees revenue of $69 million to $71 million, up from a
24    previously expected $61 million to $68 million and now expects net income of zero to 3 cents a
25    share, up from a previously forecast loss of 3-7 cents a share. Silicon Storage further said that
26    the better forecast reflects “stronger than anticipated product and licensing revenues in the
27    quarter as well as increased dividends on investments and lower operating expenses.” Despite
28    its recent strong performance and its potential for continued growth and success, Silicon

 

4

CLASS ACTION COMPLAINT


1    Storage, via its Board of Directors has willingly accepted inadequate consideration and entered
2    into the Proposed Transaction to the detriment of its public shareholders.
3   

23. On November 13, 2009, Silicon Storage announced publicly that it agreed to be

4    acquired by management and equity firm Prophet’s wholly-owned subsidiary, TRH, and
5    members of the Company’s management, pursuant to which Silicon Storage’s public
6    shareholders will receive $2.10 in cash for each share of common stock in the Company that
7    they own. The aggregate value of the deal is $201 million. The Proposed Transaction is
8    expected to close during the second quarter of 2010.
9   

24. Under the terms of the Proposed Transaction, shares of Silicon Storage will no

10    longer trade on a stock exchange and shareholders will not receive a continuing interest in the
11    Company. While the public shareholders’ investment in Silicon Storage will be terminated if
12    the Proposed Transaction is consummated, defendant Yeh, the Company’s Chairman and Chief
13    Executive Officer, and defendant Hu, the Company’s Executive Vice President and Chief
14    Operating Officer, who together hold or control 12.7 percent of outstanding shares of Silicon
15    Storage, will continue having an equity interest in the Company as they have agreed to
16    exchange all of their shares of Silicon Storage for shares of capital stock of the resulting
17    privately held company. Accordingly, Prophet and defendant Yeh and Hu stand to benefit from the
18    Company’s promising growth and operational results. In contrast, Silicon Storage shareholders do
19    not. Defendants Yeh and Hu have also entered into voting agreements pursuant to which they
20    have agreed to vote their shares in favor of the Proposed Transaction and against any other
21    acquisition proposals.
22   

25. The consideration to public shareholders is only a 13 percent premium over the

23    $1.86 closing price on November 12, 2009, the last day of trading before the Proposed
24    Transaction was announced. Shares traded at this level as recently as two weeks ago on
25    October 29, 2009. Aside from the fact that the Proposed Transaction appears to favor two of
26    Silicon Storage’s insider shareholders, the trading price of the Company’s common stock in the
27    wake of the Proposed Transaction’s announcement suggests that the market believes that the shares
28    should fetch a higher price. Indeed, since the Proposed Transaction was announced, the stock has
   traded above the $2.10 offering price. Market reaction to the announcement of the Proposed
   Transaction has been swift, as investors sent Silicon Graphic’s’ stock price up approximately
   20% to close at $2.24 on the day the Proposed Transaction was announced. As a result, the

 

5

CLASS ACTION COMPLAINT


1    price Prophet is offering in the Proposed Transaction, and the Company has unanimously
2    accepted, already represents a discount to Silicon Storage’s public shareholders.
3   

26. A Strategic Committee of the Company’s Board of Directors, consisting of all

4    four of the so-called “independent” members of the Board, was formed to evaluate the Proposed
5    Transaction. The Strategic Committee approved the Merger Agreement and resolved to
6    recommend that the Company’s shareholders adopt and approve the agreement. However,
7    Bryant R. Riley, one of the independent directors since 2008 and a major holder in the
8    Company, voted against the approval of the Merger Agreement and subsequently resigned from
9    the Board of Directors on the day the Proposed Transaction was announced.
10   

27. Moreover, Lloyd I. Miller, III, Silicon Storage’s second largest shareholder,

11    filed a Schedule 13D-A with the United States Securities and Exchange Commission on
12    November 13, 2009. In it, Mr. Miller revealed that he “strongly opposes the price terms of the
13    recently announced merger” and that “it would be in his best interest, and those of other
14    stockholders, to attempt to influence the governance and business strategies of the Company.”
15    Mr. Miller expressed concern about the appearance of opposition to the Proposed Transaction
16    on the Board of Directors and about the appearance of conflicts of interest in the Proposed
17    Transaction. Specifically, Mr. Miller notes (1) the resignation of Bryant R. Riley and his vote
18    against the Proposed Transaction, and (2) the special treatment of the shares of two insiders,
19    defendants Yeh and Hu, who will receive equity in the acquiring company while public
20    shareholders will be cashed out at $2.10, a price that Mr. Miller believes is deficient. Mr. Miller
21    is examining all of the options that he believes will enhance stockholder value, including
22    encouraging, participating in or leading efforts to appoint individuals to the Company’s Board
23    of Directors who would be independent of management and would represent the Company and
24    the holders of the shares.
25   

28. No doubt recognizing that the deal is unfair to existing shareholders, the

26    individual defendants, aided and abetted by Prophet, have attempted to camouflage their
27    breaches of fiduciary duty to Silicon Storage shareholders by the inclusion of a cosmetic “go
28    shop” provision in the Merger Agreement. This provision is insufficient to protect the interests
   of Silicon Storage’s public shareholders. Any potential suitor for the Company’s shares must
   complete its due diligence within the short, 45 day time permitted by the “go shop” provision,
   which is expected to expire on December 28, 2009. Under the circumstances, the provision is

 

6

CLASS ACTION COMPLAINT


1    cosmetic and merely intended to camouflage the fact that the Board violated its fiduciary duties
2    and engaged in an unfair process that lead to an inadequate and unfair price. Now, any third
3    party that would have paid a fair price for the Company is advantaged by the knowledge that the
4    Board has already made it clear that it would be willing to agree, and indeed has agreed, to a
5    wholly unfair and inadequate price and is not focused upon maximizing shareholder value.
6   

29. Moreover, if a potential acquiror were to propose a transaction more favorable to

7    Silicon Storage’s public shareholders, pursuant to Section 8.3(b) of the Merger Agreement, the
8    Company would be required to pay the sum of $7.05 million or approximately 3.5 percent of the
9    deal value to Prophet as a termination fee, thus hindering the prospect of a more favorable
10    transaction from being proposed.
11   

30. Accordingly, the Proposed Transaction undervalues the Company’s shares when

12    giving due consideration to the Company’s anticipated operating results and prospects. The
13    Proposed Transaction will deny class members their right to share proportionately and equitably
14    in the true value of the Company’s valuable and profitable business, and future growth in profits
15    and earnings, at a time when the Company is poised to increase its profitability. Unless the
16    Individual Defendants are enjoined from breaching their fiduciary duties, Plaintiff and the other public
17    shareholders of Silicon Storage will continue to suffer irreparable harm.
18   

31. Plaintiff alleges herein that the Individual Defendants, separately and together, in

19    connection with the Proposed Transaction, violated the fiduciary duties owed to plaintiff and the other public
20    shareholders of Silicon Storage, including their duties of loyalty, good faith, candor, due care and
21    independence, insofar as they stood on both sides of the transaction and engaged in self-dealing and
22    obtained for themselves personal benefits, including personal financial benefits, not shared equally by
23    plaintiff or the Class. As a result of the Individual Defendants’ self-dealing and divided loyalties,
24    neither plaintiff nor the Class will receive adequate or fair value for their Silicon Storage investment in the
25    Proposed Transaction.
26   

32. Because the Individual Defendants have breached their duties of due care, loyalty and good

27    faith in connection with the Proposed Transaction, the burden of proving the inherent or entire fairness of
28    the Proposed Transaction, including all aspects of its negotiation, structure, price and terms, is placed upon
   the Individual Defendants as a matter of law.
   CLASS ACTION ALLEGATIONS
  

33. Plaintiff brings this action pursuant to §382 of the California Code of Civil Procedure on its

 

7

CLASS ACTION COMPLAINT


1    own behalf and as a class action on behalf of all common stockholders of Silicon Storage who are being and
2    will be harmed by defendants’ actions described below (the “Class”). Excluded from the Class are
3    defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any
4    defendants, or their principals or affiliates.
5   

34. This action is properly maintainable as a class action.

6   

35. The Class is so numerous that joinder of all members is impracticable. As of October 31,

7    2009, the Company had over 95 million shares of common stock outstanding held by scores, if
8    not hundreds of individuals and entities scattered throughout America.
9   

36. There are questions of law and fact which are common to the Class and predominate over

10    questions affecting any individual Class member. These common questions include, inter alia, the
11    following:
12   

(a) whether the Individual Defendants have breached their fiduciary duty of

13   

undivided loyalty, independence, due care and/or candor with respect to plaintiff and the other members of

14   

the Class in connection with the Proposed Transaction;

15   

(b) whether the Individual Defendants are engaging in self-dealing in connection

16   

with the Proposed Transaction;

17   

(c) whether the Individual Defendants have breached their fiduciary duty to secure and

18   

obtain the best price reasonable under the circumstances for the benefit of Plaintiff and the other members

19   

of the Class in connection with the Proposed Transaction;

20   

(d) whether defendants have breached any of their other fiduciary duties to Plaintiff and

21   

the other members of the Class in connection with the Proposed Transaction, including the duties of good

22   

faith, diligence, candor and fair dealing;

23   

(e) whether the defendants have impeded or erected barriers to discourage other

24   

offers for the Company or its assets; whether the consideration payable to Plaintiff and the Class is

25   

unfair and inadequate; and

26   

(f) whether Plaintiff and the other members of the Class would be irreparably

27   

harmed if the transactions complained of herein are consummated.

28   

37. Plaintiff’s claim is typical of the claims of the other members of the Class and plaintiff

   does not have any interests adverse to the Class.
  

38. Plaintiff is an adequate representative of the Class, has retained competent counsel

   experienced in litigation of this nature and will fairly and adequately protect the interests of the

 

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CLASS ACTION COMPLAINT


1    Class.
2   

39. The prosecution of separate actions by individual members of the Class would create a risk

3    of inconsistent or varying adjudications with respect to individual members of the Class which
4    would establish incompatible standards of conduct for the party opposing the Class.
5   

40. Plaintiff anticipates that there will be no difficulty in the management of this litigation. A

6    class action is superior to other available methods for the fair and efficient adjudication of this
7    controversy.
8   

41. Defendants have acted on grounds generally applicable to the Class with respect to the

9    matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class
10    as a whole.
11    CAUSES OF ACTION
12    COUNT I
13    (For Breach of Fiduciary Duty against the Individual Defendants)
14   

42. Plaintiff repeats and re alleges each allegation set forth herein.

15   

43. The defendants have violated fiduciary duties of care, loyalty, candor and independence

16    owed to the public shareholders of Silicon Storage.
17   

44. By the acts; transactions and courses of conduct alleged herein, defendants, individually and

18    acting as a part of a common plan, are attempting to unfairly deprive Plaintiff and other members of the Class
19    of the true value of their investment in Silicon Storage. Moreover, they have violated their fiduciary
20    duties by entering into the Proposed Transaction without regard to its fairness.
21   

45. As demonstrated by the allegations above, the Individual Defendants failed to

22    exercise the care required and breached their duties of loyalty, good faith and candor owed to the
23    shareholders of Silicon Storage.
24   

46. As a result of the actions of defendants, Plaintiff and the Class have been and

25    will be irreparably harmed in that they have not and will not be provided complete and candid
26    information concerning the Proposed Transaction, which information is in the possession of defendants.
27   

47. Unless enjoined by this Court, the defendants will continue to breach their fiduciary

28    duties owed to Plaintiff and the Class, and may consummate the Proposed Transaction that will
   result in irreparable harm to the Class.
  

48. Plaintiff and the members of the Class have no adequate remedy at law. Only through the

   exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected from the

 

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CLASS ACTION COMPLAINT


1    immediate and irreparable injury which defendants’ actions threaten to inflict.
   COUNT II
2    (For Aiding and Abetting the Individual Defendants’ Breach of Fiduciary
3    Duty against Silicon Storage, TRH and Prophet)
4   

49. Plaintiff repeats and re alleges each allegation set forth herein.

5   

50. Defendants Silicon Storage, TRH and Prophet are sued herein as aiders

6    and abettors of the breaches of fiduciary duties outlined above by the Individual
7    Defendants, as members of the Board and/or executives of Silicon Storage.
8   

51. The Individual Defendants breached their fiduciary duties of due care,

9    good faith, loyalty, and candor to the Silicon Storage stockholders by the actions alleged
10    supra.
11   

52. Such breaches of fiduciary duties could not and would not have occurred but

12    for the conduct of Defendant Silicon Storage, which, therefore, aided and abetted such
13    breaches via entering into the Proposed Transaction with Prophet.
14   

53. Defendants Silicon Storage, TRH and Prophet directly breached or aided and/or abetted the

15    Individual Defendants’ breaches of fiduciary duty to Plaintiff and the other holders of Silicon
16    Storage stock. In connection with discussions regarding the Proposed Transaction, Silicon
17    Storage provided, and Prophet obtained, sensitive non-public information concerning Silicon
18    Storage’s operations and thus had unfair advantages which enabled it to acquire the Company at
19    an unfair and inadequate price.
20   

54. Defendants Silicon Storage, TRH and Prophet had knowledge that it was aiding

21    and abetting the Individual Defendants’ breach of their fiduciary duties to the Silicon Storage
22    stockholders.
23   

55. Defendants Silicon Storage, TRH and Prophet rendered substantial assistance to the

24    Individual Defendants in their breach of their fiduciary duties to the Silicon Storage stockholders.
25   

56. As a result of Silicon Storage’s, TRH’s and Prophet’s conduct of aiding and abetting

26    the Individual Defendants’ breaches of fiduciary duties, Plaintiff and the other members of the
27   
28   

 

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CLASS ACTION COMPLAINT


1    Class have been and will be damaged in that they have been and will be prevented from obtaining a
2    fair price for their shares.
3   

57. As a result of the unlawful actions of Defendants Silicon Storage, TRH and

4    Prophet, Plaintiff and the other members of the Class will be irreparably harmed in that they will not
5    receive fair value for Silicon Storage’s assets and business and will be prevented from obtaining the
6    real value of their equity ownership in the Company. Unless the actions of Defendants Silicon Storage,
7    TRH and Prophet are enjoined by the Court, it will continue to aid and abet the Individual Defendants’
8    breach of their fiduciary duties owed to Plaintiff and the members of the Class, and will aid and abet a
9    process that inhibits the maximization of stockholder value.
10   

58. Plaintiff and the other members of the Class have no adequate remedy at law.

11    PRAYER FOR RELIEF
12   

WHEREFORE, Plaintiff demands judgment and preliminary and permanent relief, including

13    injunctive relief, in his favor and in favor of the Class and against defendants as follows:
14   

A. Declaring that this action is properly maintainable as a class action;

15   

B. Declaring and decreeing that the Merger Agreement was entered into in breach of the

16    fiduciary duties of the Individual Defendants and is therefore unlawful and unenforceable;
17   

C. Rescinding, to the extent already implemented, the Proposed Transaction or any of the

18    terms thereof,
19   

D. Preliminarily and permanently enjoining defendants, their agents, counsel, employees and all

20    persons acting in concert with them from consummating the Proposed Transaction, unless and until the
21    defendants provide Silicon Storage shareholders with an offer that is fair, equitable, maximizes shareholder
22    value;
23   

E. Directing the Individual Defendants to exercise their fiduciary duties to obtain a

24    transaction which is in the best interests of Silicon Storage’s shareholders and implement a process for the
25    sale of the Company designed to ensure that the highest possible price is obtained;
26    ///
27    ///
28   

 

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CLASS ACTION COMPLAINT


1    ///  
2   

F. Awarding Plaintiff the costs and disbursements of this action, including reasonable

3    attorneys’ and experts’ fees; and  
4   

G. Granting such other and further relief as this Court may deem just and proper.

5    DATED: November 17, 2009   Respectfully Submitted,
6      BARRACK, RODOS, & BACINE
7      STEPHEN R. BASSER
8      SAMUEL M. WARD
9      /s/ Stephen R. Basser
10      STEPHEN R. BASSER
11      600 West Broadway, Suite 900
12      San Diego, CA 92101
13      Telephone:   (619) 230-0800
14      Facsimile:    (619) 230-1874
15      BARRACK, RODOS, & BACINE
16      DANIEL E. BACINE
17      JULIE PALLEY
18      3300 Two Commerce Square
19      2001 Market Street
20      Philadelphia, PA 19130
21      (215) 963-0600
22      BRANSTETTER, STRANCH & JENNINGS
23      J. GERARD STRANCH, IV
24      MICHAEL STEWART
25      227 Second Avenue North, Fourth Floor
26      Nashville, TN 37201-1631
27      (615) 254-8801
28      Attorneys for Plaintiff Anis Shaikh

 

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CLASS ACTION COMPLAINT