b'truly unified and aligned business, capable of returningMeanwhile, in early August 2018, the companys CEO to profitability and growing strongly for years to come.began exploring the possibility of selling Mindbody, During the companys second quarter 2018 earningsmeeting with Qatalyst Partners LP, an investment call on July 31, 2018, the CEO reported solid progressbank, and then with Vista Equity Partners (Vista), a on [Mindbodys] integration, though he cautionedprivate equity firm. On December 24, 2018, Mindbody that integration remained a massive project thatand Vista announced a proposed privatization of touche[d] every aspect of [Mindbodys] business andMindbody, whereby shareholders would receive would affect the outlook for the balance of the year.$36.50 per share, a significant 68% premium to the Because of an anticipated slight net reduction in salesunaffected closing price as of December 21, 2018, productivity during this integration period, the CEOwhich was $21.72. Mindbody filed a preliminary and stated, we have lowered the midpoint of our [2018]definitive proxy statement on January 9 and 23, 2019, full year revenue guide by $1 million . respectively, both of which reiterated the 68% premium, and stated that accepting Vistas offer was in the best On November 6, 2018, Mindbody reported its 3Q 2018interests of the Company and its shareholders, and earnings and again reduced its 4Q 2018 guidanceclaimed that Vista and Mindbody had not engaged from $66.8 million$70.8 million to $65 million toin any employment or retention-related discussions $67million, citing unexpected operational challenges,with regard to Mindbody management. Two weeks including with the Booker integration. During the 3Qafter the definitive proxy statement, on February 7, 2018 earnings call that day, the CEO and CFO were2019, Mindbody filed supplemental proxy materials each asked about their prior optimism regardingthat revised the employment statement to reflect that integration. The CEO responded that the companyscertain of [Mindbodys] executive officers may already last update concerned results as of the end of Augusthave had, or may have discussions, and following the 2018, and at that point, Mindbody was optimistic aboutclosing of the Merger, may enter into agreements . the integration, but operational difficulties surroundingregarding employment with, or the right to purchase or the sales teams and the integration reportedly did notparticipate in the equity of, the Surviving Corporation. become apparent until October 2018. The CFO addedOn February 14, 2019, shareholders voted to approve that the biggest surprise from 3Q 2018 was the delaythe transaction, which closed the next day. and the elongated deployment [of MindbodysOn September 6, 2019, investors filed a putative class applications] to the Apple App Store, noting Apple hadaction lawsuit against Mindbody, its CEO, its CFO, and implemented a new rule in May that Mindbody hada member of its board of directors alleging violations very little data on and that created a longer timelineof Sections 10(b), 14(a), and 20(a) of the 1934 Act and than anticipated. On November 7, 2018, MindbodysRules 10b-5 and 14a-9 promulgated thereunder on stock price fell approximately 20%, from $32.63the grounds that defendants falsely depressed the to $26.18. Mindbodys 4Q 2018 revenue ultimatelycompanys stock price by announcing an unwarranted outperformed the revised midpoint by $2.3 million.74'