Investigation Overview
November 14, 2016 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of EarthLink Holdings Corp. (NASDAQ:ELNK), was announced concerning whether the takeover of EarthLink Holdings Corp. by Windstream Holdings, Inc for a value of approximately $5.92 per share is unfair to NASDAQ:ELNK stockholders.
The investigation by a law firm concerns whether certain officers and directors of EarthLink Holdings Corp. breached their fiduciary duties owed to NASDAQ:ELNK investors in connection with the proposed acquisition.
On November 7, 2016, Windstream Holdings, Inc. (Nasdaq: WIN) and EarthLink Holdings Corp. (NASDAQ:ELNK) announced that their boards of directors have approved a merger agreement under which Windstream Holdings, Inc. and EarthLink Holdings Corp. will merge in an all-stock transaction valued at approximately $1.1 billion, including debt.
Under the terms of the agreement, EarthLink Holdings Corp. (NASDAQ:ELNK) shareholders will receive 0.818 shares of Windstream Holdings, Inc. common stock for each EarthLink Holdings Corp. (NASDAQ:ELNK) share owned. Based on a closing prive of $7.24 of NASDAQ:WIN shares on November 4, 2016, shareholders of EarthLink Holdings Corp. (NASDAQ:ELNK) will receive a value of approximately $5.92 per NASDAQ:ELNK shares.
However, given that at least one analyst has set the high target price for NASDAQ:ELNK shares at $10.00 per share and given that NASDAQ:ELNK shares traded in the open market as recently as August 2016 as high as $6.98 per share, the
investigation concerns whether the offer is unfair to NASDAQ:ELNK stockholders. More specifically, the investigation concerns whether the EarthLink Holdings Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.