SendGrid, Inc. (NYSE: SEND) Investor Lawsuit Filed Against Acquisition

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Company Name(s): 
Case Name: 
SendGrid Deal Case
Case Status: 
Lawsuit Filed
Affected Securities
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition

An investor, who currently holds shares of SendGrid, Inc. (NYSE: SEND), filed a lawsuit against the takeover of SendGrid, Inc. by Twilio.

The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE: SEND stockholders by agreeing to sell SendGrid, Inc. cheaply via an unfair process.

Denver, CO based SendGrid, Inc. operates as a digital communication platform in the United States and internationally. Its cloud-based platform provides various tools to the businesses, including developers and marketers to reach their customers using an email.

On October 15, 2018, Twilio (NYSE: TWLO) and SendGrid announced that they have entered into an agreement for Twilio to acquire SendGrid in an all-stock transaction valued at approximately $2 billion. Under the terms of the transaction, Twilio Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Twilio, will be merged with and into SendGrid, with SendGrid surviving as a wholly-owned subsidiary of Twilio. At closing, each outstanding share of SendGrid common stock will be converted into the right to receive 0.485 shares of Twilio Class A common stock, which represents a per share price for SendGrid common stock of $36.92 based on the closing price of Twilio Class A common stock on October 15, 2018.

However, plaintiff claims that the proposed consideration NYSE: SEND shareholders will receive is grossly inadequate and undervalues SendGrid, Inc. Indeed, at least one analyst has set the high target price for NYSE: SEND shares at $45.00 per share. In addition, the plaintiff alleges that the process is also unfair NYSE: SEND stockholders. SendGrid, Inc. reported that its annual Total Revenue rose from $79.92 million in 2016 to $111.88 million in 2018.

Indeed, certain stockholders of SendGrid owning approximately 6% of the outstanding SendGrid shares have already entered into voting agreements and certain stockholders of Twilio who control approximately 33% of total Twilio voting power have entered into voting agreements, or proxies, pursuant to which they have agreed, among other things, and subject to the terms and conditions of the agreements, to vote in favor of the SendGrid acquisition and the issuance of Twilio shares in connection with the SendGrid acquisition, respectively.