Newman Ferrara LLP is investigating potential claims against the board of directors of Kayak Software Corporation (“Kayak”) (Nasdaq: KYAK) concerning the proposed acquisition of Kayak by web-travel rival Priceline.com Incorporated (“Priceline”).
On November 8, 2012, Kayak announced that it had entered into a definitive agreement to be acquired by Priceline in a cash and stock transaction valued at approximately $1.8 billion. Under the terms of the agreement, Kayak’s shareholders will have the right to elect to receive cash or stock with a value of $40.00 per share of Kayak stock owned. However, although Kayak stated that the proposed deal will offer Kayak shareholders with a 29% premium over Kayak’s November 8, 2012 closing price of $31.04 per share, Kayak stock traded at $35.83 per share as recently as November 6, 2012.
Kayak’s Board of Directors has unanimously approved the proposed deal which is expected to close in the first quarter of 2013. As part of the deal, Kayak’s current management team will be retained to continue to run operations as an independent unit within Priceline.
Newman Ferrara LLP’s investigation concerns whether Kayak’s Board of Directors has breached its fiduciary duties to act in the best interests of Kayak’s shareholders and to take all necessary steps to ensure that Kayak’s shareholders receive the maximum value readily available for their shares of Kayak common stock.
Concerned investors are encouraged to contact Newman Ferrara attorney Roy Shimon at (212) 619-5400 or
to discuss this investigation, their rights, or potential remedies.
Newman Ferrara maintains a multifaceted practice based in New York City with attorneys specializing in complex commercial and multi-party litigation, securities fraud and shareholder litigation, consumer protection, civil rights, and real estate. For more information, please visit the firm website at