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NEW YORK, Nov. 15, 2016 -- Gainey McKenna & Egleston announces that a class action lawsuit has been filed against Everyday Health, Inc. (“Everyday Health” or the “Company”) (NYSE:EVDY) in the United States District Court for the Southern District of New York on behalf of current stock holders of Everyday Health, seeking to pursue remedies under the Securities Exchange Act of 1934 (the “Exchange Act”).
The Complaint alleges that Everyday Health and the members of its Board of Directors violated Section 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15.U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. 240.14a-9.
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.
If you wish to discuss your rights or interests regarding this class action, please contact Thomas J. McKenna, Esq. or Gregory M. Egleston, Esq. of Gainey McKenna & Egleston at (212) 983-1300, or via e-mail at [email protected] or [email protected].
Please visit our website at http://www.gme-law.com for more information about the firm.
