Robbins Umeda LLP Is Investigating the Acquisition of MediaMind Technologies Inc.
Robbins Umeda LLP, a shareholder rights litigation firm, is interested in helping shareholders of MediaMind Technologies, Inc. (NASDAQ: MDMD). The firm has commenced an investigation into possible breaches of fiduciary duty and other violations of state law by members of the board of directors of MediaMind in connection with their efforts to sell the company to DG FastChannel, Inc. (NASDAQ: DGIT).
On June 16, 2011, MediaMind announced it had entered into a definitive agreement under which DG will acquire all of MediaMind’s outstanding shares for $22.00 per share in cash. The transaction is structured as a tender offer to be followed as soon as possible by a merger. A number of officers and pre-IPO investors have already agreed to tender their shares, and the board will ask the company’s remaining shareholders to vote in favor of the tender offer. The transaction is expected to be completed in the third quarter of 2011.
The investigation focuses on whether MediaMind’s board is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in light of the company’s recent positive financial results. As recently as May 31, 2011, one financial analyst set a target price of $23.00 for MediaMind, higher than the offer price. Moreover, on May 11, 2011, MediaMind reported that during the first quarter of 2011, the company’s revenue and non-GAAP EPS exceeded analyst expectations. Indeed, revenue was up 18% from the same quarter a year prior. Additionally, the investigation will examine whether employment guarantees played a part in MediaMind’s decision to enter into agreements with DG. Upon closing, Gal Trifon, President and CEO of MediaMind, will receive a new lucrative position as DG’s Chief Digital Officer, and MediaMind’s Chief Solutions Officer, Ofer Zadikario, will join DG in the same position.
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