Investigation Overview
The announcement by CKx, Inc. that its board of directors has agreed to an acquisition of CKX Inc. by an affiliate of Apollo Global Management for $5.50 per CKXE shares prompted an investigation on behalf of investors of CKX Inc. (NASDAQ:CKXE) concerning potential unfairness of the offer and possible breaches of fiduciary duty.
The investigations by law firms concern whether certain directors and officers at CKX Inc. or others breached their fiduciary duties in connection the proposed takeover.
On May 10, 2011, before the market CKx, Inc. (NASDAQ: CKXE) announced that it has entered into a merger agreement to be acquired by an affiliate of Apollo Global Management. Under the terms of the proposed transaction, CKx, Inc stockholders will receive $5.50 in cash for each CKXE share that they hold. CKx, Inc said the offer represents an approximately 40% premium over CKx's average closing price over the past six months and an approximately 25% premium over the closing price on Monday, May 9, 2011.
Indeed, following the takeover announcement shares of CKX Inc. (NASDAQ:CKXE) jumped from $4.45 on May 9th to $5.46 on May 10th.
However, recent trading prices for CKXE shares have been close under and above the current offer, leaving CKX investors with practically no premium, but asking them to hand over their shares at a discount. In fact, CKXE shares traded as recently as October 2010 as high as $5.30, during August 2010 at $5.50 and in July 2010 as high as $5.60. Additionally, at least one analyst has set a target price as high as $8.00 per share.
Therefore the investigation concerns whether the CKX Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of CKX Inc. (NASDAQ:CKXE) and breached their fiduciary duties to CKX (CKXE) shareholder by failing to adequately shop the Company before entering into any transaction.On Wednesday, May 28, 2010, CKX, Inc. (NASDAQ: CKXE) had announced that it received a proposal from a group of investors led by Simon Fuller to acquire all of the outstanding shares of common stock of CKX, Inc that it does not currently own for approx. $6.45 per share in cash, thus above the current offer, but then announced on October 27, 2010 that it was no longer discussing a potential sale of the Company or of a controlling stake in the Company. Furthermore CKx, Inc said that Apollo Global Management has already obtained support agreements from two significant stockholders, The Promenade Trust, the sole beneficiary of which is Lisa Marie Presley and which is the Company's partner in Elvis Presley Enterprises, and Robert F.X. Sillerman, the Company's largest stockholder., who holds approximately 20.6% of the outstanding shares of CKX, Inc
The investigation concerns also whether by the affiliate of Apollo Global Management would underpay for NASDAQ:CKXE shares, thus unlawfully harming CKXE stockholders.
Despite recent trading prices above the current offer CKXE shares were also down from over $10 in 2008, and at almost $15 per share in 2007. A potential class action lawsuit would seek to maximize the amount of money and information CKXE shareholders would receive in a buyout, so the law firm.