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SUBSEQUENT EVENT
9 Months Ended
Aug. 31, 2014
Subsequent Events [Abstract]  
SUBSEQUENT EVENT
SUBSEQUENT EVENT

Proposed Merger

On September 27, 2014, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) under which an affiliate of Vista Equity Partners V, L.P. (“Vista”) will acquire all of our common stock, through a merger, for $24.00 per share in cash, and we will cease to be a public company and will become a wholly-owned subsidiary of Vista (the “Merger”). Stock-based awards and stock options will be cancelled and converted into the right to receive $24.00 per share, less the exercise price per share underlying such awards and options, if any. Consummation of the Merger is subject to certain conditions, including approval from our stockholders and the expiration or termination of any waiting periods under applicable antitrust and competition laws. Subject to satisfaction of the closing conditions and receipt of the required approvals, it is expected that the Merger will close in the fourth calendar quarter of 2014.

Under the terms of the Merger Agreement, we are subject to customary covenants regarding the operation of our and our subsidiaries' businesses prior to the closing. We are also subject to customary restrictions on our ability to solicit alternative acquisition proposals from third parties and communicate with third parties regarding alternative acquisition proposals; however, prior to approval of the Merger by our stockholders, these restrictions are subject to a customary “fiduciary-out” provision, which provides for certain exceptions to the restrictions imposed by the Merger Agreement.

The Merger Agreement contains certain termination rights for us and Vista. Upon termination of the Merger Agreement under specified circumstances, we will be required to pay Vista a termination fee. If the Merger Agreement is terminated in connection with us accepting a superior proposal or due to our Board’s withdrawal of its recommendation of the Merger, then the termination fee payable by us to Vista will be $116.7 million. This termination fee will also be payable if the Merger Agreement is terminated under certain circumstances and, prior to such termination, a proposal to acquire at least 50% of our stock or assets is publicly announced or disclosed and we enter into an agreement for, or complete, any transaction involving the acquisition of at least 50% of our stock or assets within one year of the termination.

Our 2.25% Convertible Senior Notes will be treated in accordance with the terms of that certain Indenture, dated as of April 23, 2012, including the giving of any notice by us that may be required in connection with a fundamental change and any right of the holders of the notes to require us to repurchase all or a portion of their notes as a result of the merger, as discussed in Note 9. The repurchase price will be equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and any unpaid interest.

In connection with our entry into the Merger Agreement and the transactions contemplated thereby, three purported class action lawsuits have been filed. Two complaints, captioned Brian Ford, On Behalf of Himself and All Others Similarly Situated v. TIBCO Software Inc., et al. (filed on October 6, 2014) (the "Ford Complaint") and Bona Tilahun, Individually and On Behalf of All Others Similarly Situated v. TIBCO Software Inc., et al. (filed on October 7, 2014) (the "Tilahun Complain") were filed in the Court of Chancery of the State of Delaware. A third complaint, captioned Jeff Cole v. TIBCO Software Inc., et al. (filed on October 3, 2014) (the "Cole Complaint"), was filed in the Santa Clara Superior Court, in the State of California. In general, each of the complaints asserts that, among other things, the members of the Board of Directors breached their fiduciary duties to the company's stockholders by initiating a process that undervalues the company and by agreeing to a transaction that does not adequately reflect the company's true value, and that TIBCO, Balboa Intermediate Holdings LLC, Balboa Merger Sub, Inc. and Vista Equity Partners V., L.P. aided and abetted the Board's breaches of fiduciary duties. The complaints generally seek to enjoin the Merger or, alternatively, seek rescission of the Merger in the event the defendants are able to consummate it. We believe the complaints are without merit and intend to vigorously defend the actions. 

The foregoing description of the Merger Agreement has been provided solely to inform investors of its terms. The representations, warranties and covenants were made solely for the benefit of the parties to the Merger Agreement and: (i) should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (ii) may have been qualified in the Merger Agreement by disclosures that were made to the other party in connection with the negotiation of the Merger Agreement, (iii) may apply contractual standards of "materiality" that are different from "materiality" under applicable securities laws, and (iv) were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement. Our stockholders and other investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions related to us or any of our respective subsidiaries or affiliates. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Quarterly Report on Form 10-Q not misleading.