Delaware Court of Chancery Denies Defendants' Motion to Dismiss or Stay and Grants Plaintiffs' Motion for Expedited Discovery

The Delaware Court of Chancery denied defendants Wind River Systems, Inc. (“Wind River” or the “Company”) and Intel Corporation's (“Intel”) motion to stay or to dismiss the action and granted plaintiffs' motion for expedited discovery in this class action brought on behalf of the public shareholders of Wind River in connection with its sale to Intel.

Rigrodsky & Long served as lead counsel for the Delaware plaintiffs who alleged that the consideration to be paid to plaintiffs and the Class was unfair and grossly inadequate because, among other things, the intrinsic value of Wind River is materially in excess of the amount offered in the transaction, giving due consideration to the Company's anticipated operating results, net asset value, cash flow profitability and established markets and that Intel aided and abetted Wind River's board of directors' breaches of fiduciary duty. Plaintiffs also alleged that the Company's Solicitation/Recommendation Statement filed with the United States Securities and Exchange Commission (“SEC”) on Form SC 14D-9 on June 11, 2009 (the “14D-9”) and in Intel's Tender Offer Statement filed with the SEC on Form SC TO-T on June 11, 2009 contained materially incomplete and misleading disclosures concerning the transaction. The Firm immediately moved the Court for a Preliminary Injunction to stop the transaction and for Expedited Discovery. Defendants countered by filing a motion to Stay and/or Dismiss the Delaware actions in favor of the earlier filed California actions. Plaintiffs responded by arguing that a forum non conveniens analysis should apply because the Delaware action was filed in relatively the same time period as the California actions.

The Court held that there was no prejudicial delay because the California actions had not progressed far beyond the Delaware actions, and granted plaintiffs' motion for expedited discovery and set a date for a preliminary injunction hearing. Moreover, Vice Chancellor Parsons noted that in light of the events from the announcement of the merger to the filing of the 14D-9, plaintiffs' delay was minimal and in line with the Court's “long expressed . . . 'public policy interest favoring the submission of thoughtful, well-researched complaints - rather than ones regurgitating the morning's financial press.'” In re Wind River Systems, Inc. S'holder Litig., Consol. C.A. No. 4674-VCP (Del. Ch. June 26, 2009) (Slip. Op.). As a result of the Firm's negotiations with defendants, the parties ultimately reached a settlement whereby Wind River agreed to make additional, corrective disclosures in its 14D-9 regarding the process surrounding and the details by which the Company pursued the merger.