Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of KAYAK Software Corporation (“KAYAK” or the “Company”) (NASDAQ: KYAK) for potential breaches of fiduciary duties in connection with their conduct related to the sale of the Company to priceline.com Incorporated (NASDAQ: PCLN) in a cash-and-stock deal valued at approximately $1.8 billion. Under the terms of the proposed transaction, KAYAK’s stockholders have the right to receive cash or stock with a value of $40 per each KAYAK share they own (subject to (i) the collar mechanism described below and (ii) pro ration such that the overall consideration in the deal to KAYAK shareholders will consist of one-third cash and two-thirds stock). The stock portion of the consideration will be subject to a 10% collar pursuant to which the value of the priceline.com stock delivered to those receiving stock will be $40 per KAYAK share so long as the aggregate volume-weighted average priceline.com trading price for the 30-day period ending 2 days prior to closing of the transaction is between $571.31 and $698.27 per priceline.com share.
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The investigation focuses on whether KAYAK’s Board of Directors breached their fiduciary duties to the Company’s stockholders by failing to conduct an adequate and fair sales process prior to agreeing to this proposed transaction, whether and by how much this proposed transaction undervalues the Company to the detriment of KAYAK’s shareholders.
Faruqi & Faruqi, LLP is a national law firm which represents investors and individuals in class action litigation. The firm is focused on providing exemplary legal services in complex litigation in the areas of securities, shareholder, antitrust and consumer litigation, throughout all phases of litigation. The firm has an experienced trial team which has achieved significant victories on behalf of the firm’s clients.