Case Page

 

Case Status:    ONGOING    
On or around 08/15/2016 (Ongoing date of last review)

Filing Date: August 12, 2016

According to a law firm's press release, on July 25, 2016, the Company announced that it had entered into a definitive agreement (the “Merger Agreement”) by which the Apollo Funds, through wholly owned subsidiaries, would commence a tender offer (the “Tender Offer”) to acquire all of the outstanding shares of Outerwall for $52.00 per share in cash (the “Proposed Transaction”). The Proposed Transaction is valued at approximately $1.6 billion.

On August 5, 2016, the Apollo Funds commenced the Tender Offer, which is set to expire at the end of the day, immediately after 11:59 p.m. Eastern Time, on September 1, 2016 (the “Expiration Date”). The Tender Offer provides that the number of shares of Outerwall common stock that have to be validly tendered, together with the shares beneficially owned by the Apollo Funds, if any, must represent at least one share more than one-half (1/2) of the total number of outstanding shares of Outerwall common stock as of the Expiration Date or at the time and date to which the Tender Offer has been extended. The Tender Offer is not subject to any financing condition.

The Complaint alleges that the Recommendation Statement is materially deficient and misleading because, inter alia, it fails to disclose material information about the process leading to the Merger Agreement. Without all material information Outerwall stockholders cannot make an informed decision to exchange their shares in the Exchange Offer. The failure to adequately disclose such material information constitutes a violation of §§ 14(d)(4), 14(e) and 20(a) of the Exchange Act as stockholders need such information in order to make a fully-informed decision regarding tendering their shares in connection with the Proposed Transaction about whether to exchange their shares.

COMPANY INFORMATION:

Sector: Services
Industry: Retail (Specialty)
Headquarters: United States

SECURITIES INFORMATION:

Ticker Symbol: OUTR
Company Market: NASDAQ
Market Status: Public (Listed)

About the Company & Securities Data


"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: W.D. Washington
DOCKET #: 16-CV-01275
JUDGE: Hon. James L. Robart
DATE FILED: 08/12/2016
CLASS PERIOD START: 07/25/2016
CLASS PERIOD END: 08/12/2016
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. Breskin Johnson Townsend PLLC
    1111 Third Avenue, Suite 2230, Breskin Johnson Townsend PLLC, WA 98101
    206.652.8660 206.652.8660 ·
  2. WeissLaw LLP
    551 Fifth Avenue, Suite 1600, WeissLaw LLP, NY 10176
    212.682.3025 212.682-3010 · info@wllawny.com
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