Brower Piven today has commenced a lawsuit in the courts of Delaware Chancery Court against Internet Brands on behalf of all shareholders.
Their claims are simple; they arise out of the proposed transaction announced on September 20th, 2010, whereby an affiliate of the private equity firm Hellman & Friedman Capital Partners VI, L.P. will take private Internet for $13.35 in cash for each share of its Class A and Class B common stock in a transaction valued at $640 million
They allege that the Transaction acts of the individual defendents (Internet Brands) constitute a breach of the individual defendants' fiduciar duties owed to Internets public stockholders and a gross violation of applicable legal standards governing the defendents therein.The complaint further alleges the individual defendants' acceptance of Buyer's acquisition proposal at a grossly inadequate price will constitute a breach of the individual defendants' fiduciary duties owed to Internet's stockholders to take all necessary steps to ensure that the stockholders receive the maximum value realizable for their shares of Internet stock in a transaction effecting the change of corporate control.
If the shoe were on the proverbial other foot, and you wanted to share your Internet Brands stock for $13.35 they wouldn't let you. If you wanted to sell all your stock, they wouldn't let you without shopping around to multiple parties first. We trust that shareholders understand the risks involved with purchasing stock from a company with as many litigations against it as this one. We've asked Internet Brands to stop the sale of their company while we investigate the issue further and the court has the chance to hear us out. e intend to pursue our rights broadly and vigorously. We view Bob Briscoe as a talented CEO, but one that surrounds himself with corrupt board members, and ones who fail to grasp ethical business values.
We imagine that many of you in the community will have questions or concerns and we want to be as open and straightforward with all of you throughout this process as possible; however, since this matter is now being handled by the court system, we may be limited in some regards to
what we can discuss.
Brower Piven
