Lawsuit Overview
DECEMBER 2011 - Sonesta Intl Hotels has filed a proxy supplement in connection with the settlement of class action litigation relating to the proposed merger.
San Diego, Nov. 28, 2011 (Shareholders Foundation) -- An investor in NASDAQ: SNSTA shares filed a lawsuit against directors of Sonesta International Hotels Corporation in effort to block the sale of Sonesta Intl Hotels Corp by Sonesta Acquisition Corp for $31 per share.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties owed Sonesta Intl Hotels (NASDAQ:SNSTA) investors arising out of the attempt to sell Sonesta IntlHotels Corp. via an unfair process at an unfair price.
On Nov. 3, 2011, Sonesta International Hotels Corporation (NASDAQ GLOBAL: SNSTA) announced that it has entered into a merger agreement pursuant to which Sonesta Acquisition Corp. (formerly known as Property Acquisition Corporation), will acquire Sonesta International Hotels for $31.00 per share in cash, or approximately $174 million in total purchase price, including assumed indebtedness and other liabilities. Sonesta International Hotels Corp. said that the $31offer represents a 71% premium over Sonesta International Hotels Corporation (NASDAQ GLOBAL: SNSTA) closing share price on October 27, 2011, the day prior to Sonesta International Hotels’ recent announcement that it is engaged in discussions regarding potential transactions, including a possible merger transaction.
Following the takeover announcement shares of Sonesta International Hotels Corporation (Public, NASDAQ:SNSTA) jumped on Thursday, Nov. 3, 2011, to $30.98 per share.
However, the plaintiff alleges that the Sonnabend family used its influence to manipulate the sale process in its favor. In fact, certain members of the Sonnabend family holding approximately 55% of Sonesta International Hotels Corp’s outstanding shares have already entered into voting agreements pursuant to which they have agreed, subject to the terms and conditions in such agreements, to support the merger.
Furthermore the plaintiff alleges that the board of directors failed to shop the company before entering into the agreement.