RetailMeNot Inc (NASDAQ:SALE) Lawsuit Filed Against Acquisition By Harland Clarke Holdings Corp

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Company Name(s): 
RetailMeNot
Case Name: 
RetailMeNot Deal Case 05/03/2017
Case Status: 
Lawsuit Filed
Affected Securities
NASDAQ: SALE
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition
Date Filed: 
05/03/2017
Summary: 

May 3, 2017 (Shareholders Foundation) - An investor, who currently holds shares of RetailMeNot Inc (NASDAQ:SALE), filed a lawsuit in effort to halt the proposed takeover of RetailMeNot Inc. by Harland Clarke Holdings Corp for $11.60 per share.

The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:SALE stockholders by agreeing to sell RetailMeNot Inc cheaply via an unfair process to Harland Clarke Holdings Corp.

On April 10, 2017, Harland Clarke Holdings Corp. announced it has reached an agreement to acquire RetailMeNot, Inc. (NASDAQ:SALE). Under the agreement, Harland Clarke Holdings will acquire all of the outstanding shares of RetailMeNot Inc (NASDAQ:SALE) Series 1 common stock for $11.60 per share in cash.

However, plaintiff claims that the proposed consideration NASDAQ:SALE shareholders will receive is grossly inadequate and undervalues RetailMeNot, Inc. In addition, the plaintiff alleges that the process is also unfair NASDAQ:SALE stockholders. Furthermore, the plaintiff claims that the solicitation statement omits material information with respect to the proposed transaction, which renders the solicitation statement false and misleading. The plaintiff claims that the solicitation statement leaves out a host of important numbers, including net income, depreciation, tax information, operating expenses, and an explanation of how any nonstandard accounting measures used square up with standard accounting measures.