Investigation Overview
April 12, 2017 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of General Communication, Inc. (NASDAQ:GNCMA), was announced concerning whether the takeover of General Communication, Inc. by Liberty Interactive Corporation is unfair to NASDAQ:GNCMA stockholders.
The investigation by a law firm concerns whether certain officers and directors of General Communication, Inc. breached their fiduciary duties owed to NASDAQ:GNCMA investors in connection with the proposed acquisition.
On April 4, 2017, Liberty Interactive Corporation and General Communication, Inc. (NASDAQ:GNCMA) announced that they have entered into an agreement whereby Liberty Interactive will acquire General Communication, Inc. (NASDAQ:GNCMA) through a reorganization in which certain Liberty Ventures Group assets and liabilities will be contributed to General Communication, Inc. (NASDAQ:GNCMA) in exchange for a controlling interest in General Communication, Inc. (NASDAQ:GNCMA). Liberty Interactive will then effect a tax-free separation of its controlling interest in the combined company (to be named GCI Liberty, Inc. ('GCI Liberty')) to the holders of Liberty Ventures common stock in full redemption of all outstanding shares of such stock. Shareholders of General Communication, Inc. (NASDAQ:GNCMA) will receive total consideration of $32.50 per share comprised of $27.50 per share in GCI Liberty Class A common stock and $5.00 in newly issued Series A preferred shares, based on a Liberty Ventures reference price of $43.65.
However, given that following the takeover announcement NASDAQ:GNCMA shares reached in the open market as high as $36.84 per share, the investigation concerns whether the offer is unfair to NASDAQ:GNCMA stockholders. More specifically, the investigation concerns whether the General Communication 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.