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.