Nov. 8, 2012 (Shareholders Foundation) -- An investigation on behalf of investors in Kayak Software Corp (NASDAQ:KYAK) shares was announced concerning whether the offer by Priceline.com Incorporated to acquire Kayak Software Corp for a value of approximately $40 per NASDAQ:KYAK share and the takeover process are unfair to investors in Kayak Software Corp shares.

The investigation by a law firm concerns whether certain officers and directors of Kayak Software Corp breached their fiduciary duties owed NASDAQ:KYAK investors in connection with the proposed acquisition.

On November 8, 2012, Priceline.com Incorporated (NASDAQ: PCLN) announced that it has signed an agreement for the Priceline Group to acquire Kayak Software Corp in a stock and cash transaction. Under the terms of the agreement, the transaction values Kayak Software Corp at $1.8 billion ($1.65 billion net of cash acquired) or approximately $40 per share of Kayak Software Corp , with the Priceline Group paying approximately $500 million of the consideration in cash and $1.3 billion in equity and assumed stock options.

However, Kayak Software Corp (NASDAQ:KYAK) reported that its annual Revenue rose from $112.02 million in 2008 to $224.53 million in 2011 and its Net Income increased from $5.10 million in 08 to $9.70 million in 2011.

Therefore the investigation a law firm concerns whether the proposed transaction is unfair to NASDAQ:KYAK stockholders. Specifically, the investigation focuses on whether the Kayak Software 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.