Investigation Overview
An investigation on behalf of investors of Internet Brands, Inc. (NASDAQ:INET) over potential breaches of fiduciary duty by the INET board of directors in connection with the proposed takeover of Internet Brands, Inc. (NASDAQ:INET) by an affiliate of Hellman & Friedman Capital Partners VI, L.P was announced.
The investigation by a law firm concerns whether Internet Brands, Inc. and its Board breached their fiduciary duties owed to INET investors in connection with the proposed takeover.
On Monday, Sep 20, 2010, Internet Brands, Inc. (NASDAQ: INET) announced that it has entered into a merger agreement to be acquired by an affiliate of Hellman & Friedman Capital Partners VI, L.P. in a transaction valued at approximately $640 million. Under the terms of the agreement, Internet Brands stockholders will receive $13.35 in cash for each outstanding share of common stock they own. According to Internet Brands, Inc its board of directors has approved the agreement and the offered price represents a premium of approximately 46.5% over the closing price on September 17, 2010.
But the investigation by a law firm concerns whether the sale process and the offered price are unfair to the shareholders of Internet Brands, Inc. (NASDAQ:INET). Even though shares of Internet Brands, Inc. (Public, NASDAQ:INET) traded at $9.65 per share days before the announcement and jumped to $13.20 per share in response to the news. At least one analyst set a price target for Internet Brands stock at $14.00 per share. Internet Brands, Inc. reported over the past four years consistent revenue of $84.80million in 2006, $89.89million in 2007, $104.04million in 2008, and $99.76million in 2009. In addition Idealab, which beneficially owns approximately 19% of Internet Brands' outstanding common stock and approximately 64% of the voting power of the company, has entered into a voting agreement with an affiliate of Hellman & Friedman relating to the merger agreement. Therefore the investigation concerns whether Internet Brands Board of Directors breached their fiduciary duties to Internet Brands, Inc. (NASDAQ:INET) stockholders by failing to adequately shop Internet Brands, Inc. before entering into the transaction.