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Case Status:    DISMISSED    
On or around 12/12/2016 (Notice of voluntarily dismissal)

Filing Date: November 11, 2016

According to a law firm's press release, on October 21, 2016, Everyday Health announced the definitive Agreement and Plan of Merger pursuant to which each outstanding common share of Everyday Health will be exchanged for $10.50 per share in cash or a transaction value of approximately $465 million (the “Proposed Transaction” or “Merger”). The Proposed Transaction is structured as an all-cash tender offer, which requires a simple majority of Everyday Health shares to be tendered to Ziff Davis, LLC (“Ziff”) by the close of the offer period.

The Complaint alleges that Defendants have agreed to lock up the Proposed Transaction with deal protection devices that preclude other bidders from making a successful competing offer for the Company. Specifically, pursuant to the Merger Agreement, Defendants agreed to: (a) a strict no-solicitation provision that prevents the Company from soliciting other potential acquirers or even from continuing discussions and negotiations with potential acquirers; (b) a termination fee of up to $15,180,000 payable by Everyday Health to Ziff under certain circumstances, including the sale of the Company to another bidder; and (c) a “matching rights” provision that allows Ziff to match any competing proposal in the event one emerges. These provisions substantially and improperly limit the Board’s ability to act with respect to investigating and pursing superior proposals.

This case was voluntarily dismissed on December 12, 2016.


Sector: Technology
Industry: Computer Services
Headquarters: United States


Ticker Symbol: EVDY
Company Market: New York SE
Market Status: Public (Listed)

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COURT: S.D. New York
DOCKET #: 16-CV-08768
JUDGE: Hon. Edgardo Ramos
DATE FILED: 11/11/2016
CLASS PERIOD END: 11/11/2016
  1. Brodsky & Smith, LLC (New York)
No Document Title Filing Date
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—Related District Court Filings Data is not available