This investigation focuses on the pending merger between TubeMogul and Adobe.
TubeMogul announced it has agreed to be acquired by Adobe for roughly $14 in cash per share. The transaction values TubeMogul at $540,000,000.
The fundamental questions involve the process the Board of Directors used to eventually enter into the merger agreement, whether the current offer is the best possible offer and whether the terms of the merger agreement adversely affect TUBE shareholders rights and abilities to understand the transaction and make an informed decision.
The are several first blush issues:
One analyst had a $17 price target for TUBE. So is the $14 per share a fair price?
The merger agreement includes a $21,000,000 termination fee, meaning should the TUBE Board accept a better offer then Tubemogul must pay Adobe $21,000,000. This termination fee is roughly 4% of the value of the entire transaction. What is customary in the industry? Is it a fair termination fee or a restraint on the receipt of potentially better offers?
The merger agreement contains a “no shop” clause meaning TubeMogul may not actively solicit other offers. This is usually standard. The merger agreement also contains specific protocols for entertaining unsolicited offers or potential offers. Are these restraints fair?
The Board of Directors of TubeMogul agreed to simultaneously amend its bylaws severally limiting the venue in which shareholders can challenge the fairness of the transaction. Does this sudden amendment act as an unfair shareholder limitation?
This transaction as currently structured will be a tender offer under tender offer subject to Rule 14d-1. A tender offer is a third arty broad soliciting of a fixed percentage of the shares of a company at a given price. The success of the tender offer is dependent on reaching a certain threshold of shareholder approval. All parties must make certain disclosures prior to the tender offer taking effect.
If you own shares of TubeMogul, state law offers procedures to question the fairness of the pending merger. Feel free to complete the form on this web page to learn more.