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San Jose, CA — Cybersecurity company Forescout Technologies Inc. announced today that it has reached a $45 million settlement agreement with investors to resolve claims alleging misleading disclosures related to a failed merger several years ago.

The settlement comes after extensive negotiations, including two unsuccessful mediation sessions and further discussions that culminated in acceptance of a mediator’s proposal in June 2025. A motion for preliminary approval of the settlement was filed on Friday, with class counsel set to submit a separate motion seeking fees and expenses.

The lawsuit, revived by the Ninth Circuit in 2023, centers on allegations that Forescout’s stock price dropped nearly 24% following a May 18, 2020 disclosure that Advent International Corp. would not proceed with its previously announced $33 per share acquisition of Forescout. Former Forescout CEO Michael DeCesare and former CFO Christopher Harms are also named defendants.

In 2024, the U.S. District Court certified a class of investors led by Meitav Tachlit Mutual Funds Ltd. and Glazer Funds, confirming that the plaintiffs met key requirements for class certification. The court found the plaintiffs’ economic valuation model adequate to demonstrate class-wide damages related to the merger disclosures.

The litigation was consolidated with a related case in 2020, and after several rounds of dismissal and appeals, the Ninth Circuit affirmed some claims and remanded others in 2023.

Representatives from both parties have not yet commented on the settlement.

Legal Representation:

• Plaintiffs: Omar Jafri, Patrick Dahlstrom, Brian P. O’Connell, et al. of Pomerantz LLP; Jeffrey S. Abraham, Michael Jason Klein, Patrice L. Bishop of Abraham Fruchter & Twersky LLP

• Forescout: Amy Jane Longo, Mark S. Gaioni, Peter L. Welsh, C. Thomas Brown of Ropes & Gray LLP

• DeCesare and Harms: Ignacio E. Salceda, Diane M. Walters, Rebecca L. Epstein of Wilson Sonsini Goodrich & Rosati PC

Case: Sayce v. Forescout Technologies Inc. et al., No. 3:20-cv-00076, U.S. District Court for the Northern District of California.