Lawsuit Overview
December 9, 2016 (Shareholders Foundation) - An investor who currently holds shares of TubeMogul Inc (NASDAQ:TUBE), filed a lawsuit in effort to halt the proposed takeover of TubeMogul Inc. by Adobe for $14.00 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:TUBE stockholders by agreeing to sell TubeMogul Inc too cheaply via an unfair process to Adobe
On November 10, 2016, Adobe (Nasdaq:ADBE) announced it has entered into an agreement to acquire TubeMogul Inc (NASDAQ:TUBE) for approximately $540 million net of debt and cash. Under the terms of the agreement, Adobe will commence a cash tender offer to acquire all of the outstanding common stock of TubeMogul Inc (NASDAQ:TUBE) for $14 per share.
However, plaintiff claims that the proposed consideration NASDAQ:TUBE shareholders will receive is grossly inadequate and undervalues TubeMogul Inc. Indeed, at least one analyst has set the high target price for NASDAQ:TUBE shares at $17.00 per share. Shares of TubeMogul Inc (NASDAQ:TUBE) reached as high as $22.05 per share in December 2014. In addition, the plaintiff alleges that the process is also unfair to NASDAQ:TUBE stockholders. The plaintiff claims that the defendants agreed to preclusive deal protection devices, such as a strict no solicitation, matching rights, and $21 million termination fee provision, that deter other bidders from making a superior offer for TubeMogul Inc.