In Re Netsmart Technologies, Inc. Shareholders Litigation

OPINION

STRINE, Vice Chancellor.

I. Introduction

This case literally involves a microcosm of a current dynamic in the mergers and acquisitions market. Netsmart Technologies, Inc. has entered into a “Merger Agreement” with two private equity firms, Insight Venture Partners (“Insight”) and Bessemer Venture Partners (“Bessemer”). If the $115 million “Insight Merger” (or “Merger”) is consummated, Netsmart’s stockholders will receive $16.50 per share and the buyers will take the micro-cap company, whose shares are currently listed on the NASDAQ, private.

Netsmart is a leading supplier of enterprise…