Sept. 30, 2013
Shareholder rights attorneys
at Robbins Arroyo LLP are investigating the acquisition of The Active Network, Inc. (NYSE: ACTV) by Vista Equity Partners, a private equity firm. On
September 30, 2013
, ACTIVE announced the signing of a definitive merger agreement under which Vista Equity will commence a tender offer to acquire all outstanding shares of ACTIVE's common stock for
per share in cash. The ACTIVE board of directors has unanimously approved the merger agreement. The transaction is expected to close in the fourth quarter of 2013.
Is the Merger Best for ACTIVE and Its Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board of directors at ACTIVE is undertaking a fair process to obtain maximum value and adequately compensate ACTIVE's shareholders in the merger. As an initial matter, the
consideration represents a premium of only 27.19% based on the ACTIVE's closing price on
, 2013. That premium is significantly below the median one-day premium of over 38% for comparable transactions in the last three years.
Moreover, ACTIVE is currently experiencing success and growth in its business prospects. On
August 1, 2013
, ACTIVE issued a press release announcing the company's financial results for its second quarter of 2013, reporting record revenue and strong Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA"). Specifically, ACTIVE reported record net revenue of
for the quarter, an increase of 9% compared to the same quarter in 2012. Further, ACTIVE reported Adjusted EBITDA of
, an increase of 18%, compared to the same quarter in 2012. In announcing these results,
, ACTIVE's Interim CEO, stated, "I am pleased with our strong second quarter results - with revenues at the top end of our outlook range and Adjusted EBITDA exceeding the high end of our guidance… During the quarter, we commenced on a number of prioritization efforts designed to strengthen our financial performance and extend our market leadership position."
Given these facts, Robbins Arroyo is examining ACTIVE's board of directors' decision to sell the company to Vista Equity Partners now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects, and whether they are seeking to benefit themselves.