Investigation Overview
September 11, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Meredith Corporation (NYSE:MDP), was announced concerning whether the takeover of Meredith Corporation by Media General, Inc for a value of approximately $51.53 per share is unfair to NYSE:MDP stockholders.
The investigation by a law firm concerns whether certain officers and directors of Meredith Corporation breached their fiduciary duties owed to NYSE:MDP investors in connection with the proposed acquisition.
On September 8, 2015, Media General, Inc. (NYSE: MEG) and Meredith Corporation (NYSE:MDP) announced a e merger agreement under which Media General will acquire all of the outstanding common stock of Meredith Corporation (NYSE:MDP) in a cash and stock transaction currently valued at approximately $2.4 billion. Under the terms of the agreement, Meredith Corporation (NYSE:MDP) shareholders will receive cash and stock valued at $51.53 per share.
However, given that at least one analyst has set the high target price for NYSE:MDP shares at $58.00 per share and that NYSE:MDP shares traded in the open market as high as $56.96 per share as recently as March 2015, the investigation concerns whether the offer is unfair to NYSE:MDP stockholders. In addition, given that D. Mell Meredith Frazier, a director of Meredith, and her brother E.T. (Tom) Meredith IV, who together beneficially own 63%of the Meredith Class B shares, have already agreed to vote in favor of the transaction, the investigation concerns whether the Meredith 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.
Meredith Corporation reported that its Total Revenue rose from over $1.46 billion for the 12 months period that ended on June 30, 2014 to over $1.59 billion for the 12 months period that ended on June 30, 2015 and that its Net Income for those respective time periods increased from $113.54 million to $136.79 million.