Investigation Overview
May 29, 2015 - An investigation on behalf of investors, who currently hold shares of SFX Entertainment Inc (NASDAQ:SFXE), was announced concerning whether the takeover of SFX Entertainment Inc. by an affiliate of Robert F.X. Sillerman, the Companys Chairman and Chief Executive Officer at $5.25 per share is unfair to NASDAQ:SFXE stockholders.
The investigation by a law firm concerns whether certain officers and directors of SFX Entertainment Inc breached their fiduciary duties owed to NASDAQ:SFXE investors in connection with the proposed acquisition.
On February 25, 2015, SFX Entertainment Inc (NASDAQ:SFXE) confirmed that it received a proposal from Robert F.X. Sillerman, the Companys Chairman and Chief Executive Officer, to negotiate with the Company a transaction whereby Robert F.X. Sillerman would acquire all of the outstanding shares of SFX Entertainment Inc (NASDAQ:SFXE) that he does not already own at a price of $4.75 per share in cash. According to Robert F.X. Sillermans proposal, current shareholders will be offered an opportunity to remain as investors in the Company following any such acquisition. Mr. Sillerman currently owns approximately 39.8% of the outstanding common stock of SFX Entertainment.
Then on May 26, 2015, SFX Entertainment, Inc. announced it has signed a merger agreement whereby an affiliate of Robert F.X. Sillerman, the Companys Chairman and Chief Executive Officer, will acquire all the outstanding common stock of SFX that he does not already own. Mr. Sillerman owns approximately 37.4 percent of the outstanding common stock of SFX Entertainment. Under the terms of the agreement, SFX stockholders will receive $5.25 in cash for each share of SFX common stock they hold, in a transaction valued at approximately $774 million.
However, given hat at least one analyst has set the high target price for NASDAQ:SFXE shares at $7.00 per share and that NASDAQ:SFXE shares traded as recently as June 2014 as high as $8.35 per share, respectively $11.51 per share in December 2013, the investigation concerns whether the offer is unfair to NASDAQ:SFXE stockholders. More specifically, the investigation concerns whether the SFX Entertainment 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.