SAN DIEGO, Nov. 9, 2012 /PRNewswire/ -- Shareholder rights firm Robbins Umeda LLP has commenced an investigation into possible breaches of fiduciary duty and other violations of the law by members of the board of directors of Kayak Software Corporation (NASDAQGS: KYAK) in connection with their efforts to sell the company to priceline.com Inc. (NASDAQ: PCLN). Concerned shareholders who would like more information about their rights and potential remedies can contact attorney Gregory E. Del Gaizo at (800) 350-6003, firstname.lastname@example.org, or via the shareholder information form on the firm's website.
On November 8, 2012, Kayak and Priceline announced that they had entered into a definitive merger agreement under which Kayak will acquire Priceline. According to the terms of the deal, Priceline will acquire Kayak through a cash-and-stock transaction with a total value of $1.8 billion consisting of $500 million in cash and $1.3 billion in stock. Kayak shareholders will have the right to elect to receive cash or stock with a value of $40 per Kayak share. The acquisition has already been approved by the board of directors of both companies. The transaction is expected to close late in the first quarter of 2013.
Robbins Umeda LLP's investigation focuses on whether the board of directors at Kayak is undertaking a fair process to obtain maximum value and adequately compensate its shareholders, or seeking to benefit themselves. Notably, following the completion of the merger, Kayak's current management team will continue to manage Kayak's operations independently as part of the Priceline Group of companies. Further, on November 8, 2012, Kayak reported its third quarter 2012 earnings results with net income for the quarter of $8.0 million, a 14% increase from $7.0 million in the same quarter in 2011. Revenue for the quarter was $78.6 million, a 29% increase from $61.2 million in the third quarter of 2011. Given these financial results, Robbins Umeda LLP is examining the board of directors' decision to sell Kayak now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects.Robbins Umeda LLP attorneys highlight that Kayak shareholders have the option to file a class action lawsuit against the company to secure the best possible price for the company's shareholders and the disclosure of material information to shareholders so they can vote on the transaction in an informed manner. Robbins Umeda LLP is a nationally recognized leader in securities litigation and shareholder rights law. The firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits, and has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested. For more information, please go to http://www.robbinsumeda.com. Press release link: http://www.robbinsumeda.com/shareholders-rights-blog/kayak-software-corp/ Attorney Advertising.Past results do not guarantee a similar outcome.