(Against All Defendants for Violations of Section 14(a) of the Exchange Act and Rule 14a-9  Promulgated Thereunder)   (Against All Defendants for Violations of Section 14(a) of the Exchange Act and 17 C.F.R. §  244.100 Promulgated Thereunder)   (Against the Individual Defendants for Violations   of Section 20(a) of the Exchange Act)   23.  Plaintiff brings this class action pursuant to Fed. R. Civ. P. 23 on behalf of  himself and the other public shareholders of Xilinx (the “Class”).  Excluded from the Class are  Defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated  with any Defendant.   25.  Xilinx is a technology company that designs and develops programmable devices  and associated technologies. In additional to its programmable platforms, Xilinx also provides  design services, customer training, field engineering and technical support.   72.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   73.  Section 14(a)(1) of the Exchange Act makes it “unlawful for any person, by the  use of the mails or by any means or instrumentality of interstate commerce or of any facility of a  national securities exchange or otherwise, in contravention of such rules and regulations as the  Commission may prescribe as necessary or appropriate in the public interest or for the protection  of investors, to solicit or to permit the use of his name to solicit any [S-4] or consent or  authorization in respect of any security (other than an exempted security) registered pursuant to  section 78l of this title.”  15 U.S.C. § 78n(a)(1).   74.  As set forth above, the S-4 omits information required by SEC Regulation G, 17  C.F.R. § 244.100, which independently violates Section 14(a).  SEC Regulation G, among other  things, requires an issuer that chooses to disclose a non-GAAP measure to provide a presentation  of the “most directly comparable” GAAP measure and a reconciliation “by schedule or other  clearly understandable method” of the non-GAAP measure to the “most directly comparable”  GAAP measure.  17 C.F.R. § 244.100(a).    75.  The failure to reconcile the non-GAAP financial measures included in the S-4  violates Regulation G and constitutes a violation of Section 14(a).   77.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   78.  SEC Rule 14a-9 prohibits the solicitation of shareholder votes in registration  statements that contain “any statement which, at the time and in the light of the circumstances  under which it is made, is false or misleading with respect to any material fact, or which omits to  state any material fact necessary in order to make the statements therein not false or misleading .  . . .”  17 C.F.R. § 240.14a-9(a).    79.  Regulation G similarly prohibits the solicitation of shareholder votes by  “mak[ing] public a non-GAAP financial measure that, taken together with the information  accompanying that measure . . . contains an untrue statement of a material fact or omits to state a  material fact necessary in order to make the presentation of the non-GAAP financial measure . .  . not misleading.”  17 C.F.R. § 244.100(b) (emphasis added).     80.  Defendants have issued the S-4 with the intention of soliciting shareholder  support for the Proposed Transaction.  Each of the Defendants reviewed and authorized the  dissemination of the S-4, which fails to provide critical information regarding, amongst other  things, the financial projections for the Company.    88.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   89.  The Individual Defendants acted as controlling persons of Xilinx within the  meaning of Section 20(a) of the Exchange Act as alleged herein.  By virtue of their positions as  directors and/or officers of Xilinx, and participation in and/or awareness of the Company’s  operations and/or intimate knowledge of the incomplete and misleading statements contained in  the S-4 filed with the SEC, they had the power to influence and control and did influence and  control, directly or indirectly, the decision making of the Company, including the content and  dissemination of the various statements that Plaintiff contends are materially incomplete and  misleading.   90.  Each of the Individual Defendants was provided with or had unlimited access to  copies of the S-4 and other statements alleged by Plaintiff to be misleading prior to and/or  shortly after these statements were issued and had the ability to prevent the issuance of the  statements or cause the statements to be corrected.   91.  In particular, each of the Individual Defendants had direct and supervisory  involvement in the day-to-day operations of the Company and, therefore, is presumed to have  had the power to control or influence the particular transactions giving rise to the Exchange Act  violations alleged herein and exercised the same.  The S-4 at issue contains the unanimous  recommendation of each of the Individual Defendants to approve the Proposed Transaction.   They were thus directly involved in preparing the S-4.   I.  The Proposed Transaction   