According to the Complaint, Time is a multi-platform media and content company that engages over 150 million consumers every month through its portfolio of news and lifestyle brands. The Company’s influential brands include People, Time, Fortune, Sports Illustrated, InStyle, Real Simple, Southern Living, Entertainment Weekly, Food & Wine, Travel + Leisure and Essence, as well as approximately 50 diverse titles in the United Kingdom. Time’s brands extend into other media and platforms including licensing, video and television, live events and paid
products and services. The Company has approximately 30 million paid subscribers, making it one of the largest direct marketers in the U.S. media industry.
On November 26, 2017, Time issued a press release announcing that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to sell Time to Meredith. Under the terms of the Merger Agreement, Meredith will acquire all outstanding shares of Time for $18.50 in cash per share of Time’s common stock (the “Offer Price”).
Pursuant to the Merger Agreement, Meredith, through Merger Sub, commenced the Tender Offer on December 12, 2017. The Tender Offer is scheduled to expire at 11:59 p.m., New York City time on January 10, 2018. The Proposed Transaction is valued at approximately $2.8 billion.
On December 12, 2017, Time filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”) with the SEC. The Complaint alleges that the Recommendation Statement, which recommends that Time stockholders tender their shares in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Time’s financial projections, relied upon by Time’s financial advisors, Morgan Stanley & Co. LLC (“Morgan Stanley”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (BofA Merrill Lynch”) in connection with rendering their fairness opinions; (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinions provided by Morgan Stanley and BofA Merrill Lynch; (iii) the background process leading to the Proposed Transaction; and (iv) potential conflicts of interest faced by Morgan Stanley and Company insiders. The failure to adequately disclose such material information constitutes a violation of Sections 14(d), 14(e) and 20(a) of the Exchange Act as Time stockholders need such information in order to make a fully informed decision whether to tender their shares in support of the Proposed Transaction or seek appraisal.
On December 26, 2017, the Court issued an Order consolidating cases.
This case was voluntarily dismissed on February 2, 2018.