Lawsuit Overview
September 26, 2016 (Shareholders Foundation) - An investor who currently holds shares of Monster Worldwide, Inc. (NYSE:MWW), filed a lawsuit in effort to halt the proposed takeover of Monster Worldwide, Inc. by Randstad Holding nv for $3.40 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:MWW stockholders by agreeing to sell Monster Worldwide, Inc. too cheaply via an unfair process to Randstad Holding nv.
On August 9, 2016, Randstad Holding nv (AMS: RAND) and Monster Worldwide, Inc. (NYSE:MWW) announced the signing of an agreement under which Randstad will acquire Monster. Under the terms of the merger agreement, Randstad will pay $3.40 per share in cash, or a total purchase price of approximately $429 million (enterprise value).
However, plaintiff claims that the proposed consideration NYSE:MWW shareholders will receive is grossly inadequate and undervalues Monster Worldwide, Inc. Indeed, at least one analyst has set the high target price for NYSE:MWW shares at $3.50 per share and given that NYSE:MWW shares traded in October 2015 as high as $7.65 per share. Furthermore, Monster Worldwide, Inc. reported that its annual Total Revenue declined from $725.57 million in 2014 to $666.90 million in 2015, however its Net loss of $289.29 million in 2014 turned into a Net Income of $73.61 million in 2015. . In addition, the plaintiff alleges that the process is also unfair to NYSE:MWW stockholder. The plaintiff alleges that the merger agreement contains preclusive deal protection devices, such as a no-solicitation and a $9 million termination provision that deter other bidders from making a superior offer for Monster Worldwide.