Makarem & Associates Files Suit on Behalf of Former Shareholders of Acquired Company Tourmaline Network, Inc. Claiming Nokia Willfully Breached Merger Agreement Posted on LOS ANGELES–(Business Wire)— The former shareholders of Tourmaline Network, Inc. filed suit against Nokia, Inc. (NYSE: NOK) and its subsidiary Intellisync Corporation, claiming that Nokia willfully violated its Merger Agreement. The plaintiffs, represented by Makarem & Associates, A Professional Law Corp., seek damages for breach of contract and fraud.
On March 18, 2008, the San Diego, California, Superior Court denied Nokia’s motion to dispose of the Shareholders’ breach of contract claim without trial and granted the Shareholders’ motion to amend and pursue their fraud claim.
Tourmaline was one of the first companies to create software technology that allowed consumers to access their emails on their cell phones. Intellisync solicited the acquisition and in March 2005 acquired the company for $4.1 million. The Merger Agreement included earn-out provisions based on revenues earned from Tourmaline products the following year.
The lawsuit alleges that Intellisync and Nokia failed to make reasonable and good faith efforts to promote and develop Tourmaline products, and actively impeded efforts to meet the minimum earn-out provisions provided by the Merger Agreement.
Through discovery, the Shareholders learned that Intellisync was creating competing e-mail products for cell-phones, and directing resources away from development and promotion of Tourmaline products.
Through discovery, the Shareholders also learned that Nokia required, as a term of its acquisition of Intellisync, that certain essential computer files and computer developmental tools be removed from all Intellisync employee computers. Without these files and tools, Tourmaline products could not be developed as provided by the Merger Agreement.
Intellisync has also refused to provide access to books and records that the Shareholders believe will show manipulation of the earn-out revenues, and it refused to release funds in escrow owed to the Shareholders at the completion of the merger.
Nokia has filed a cross-complaint against three principal Shareholders for fraud. Tourmaline’s representatives maintain the cross-complaint is meritless and exists for the sole purpose of intimidating the shareholders into settling the matter.
The case is set for trial on May 9, 2008 in North San Diego County Superior Court.