Investigation Overview
July 10, 2017 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of HSN, Inc. (NASDAQ:HSNI), was announced concerning whether the takeover of HSN, Inc. by Liberty Interactive Corporation for a value of $40.26 per share is unfair to NASDAQ:HSNI stockholders.
The investigation by a law firm concerns whether certain officers and directors of HSN, Inc. breached their fiduciary duties owed to NASDAQ:HSNI investors in connection with the proposed acquisition.
On, July 6, 2017 - Liberty Interactive Corporation and H HSN, Inc. (NASDAQ:HSNI) announced that they have entered into an agreement whereby Liberty Interactive will acquire the 62% of HSN, Inc. (NASDAQ:HSNI) it does not already own in an all-stock transaction. HSN, Inc. (NASDAQ:HSNI) shareholders will receive fixed consideration of 1.65 shares of Series A QVC Group common stock for every share of HSN, Inc. (NASDAQ:HSNI) 2 common stock. Based on the Series A QVC Group common stocks closing price as of July 5, 2017 and the number of HSN, Inc. (NASDAQ:HSNI) undiluted shares outstanding as of May 1, 2017, this equates to a total enterprise value for HSNi of $2.6 billion, an equity value of $2.1 billion, and consideration of $40.36 per HSN, Inc. (NASDAQ:HSNI) share.
However, given that at least one analyst has set the high target price for NASDAQ:HSNI shares at $48.00 per share and that NASDAQ:HSNI shares reached in the open market in 2015 as high as $77.44 per share, the investigation concerns whether the offer is unfair to HSN, Inc. (NASDAQ:HSNI stockholders. More specifically, the investigation concerns whether the HSN, Inc. (NASDAQ:HSNI 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.