On June 26, 2015, Dealertrack filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") with the United States Securities and Exchange Commission (the "SEC") regarding a tender offer (the "Tender Offer") by Cox Automotive, Inc. ("Cox") and Runway Acquisition Co. ("Runway") to acquire all outstanding shares of Dealertrack stock for $63.25 per share in cash, followed by a short-form merger, pursuant to a Merger Agreement, dated June 15, 2015, by and among Dealertrack, Cox, and Runway (the "Transaction").
On July 15, 2015, Henry L. Refierson ("Plaintiff"), a stockholder of Dealertrack, filed a class action complaint in the Court against Dealertrack's chief executive officer and the members of Dealertrack's Board of Directors alleging breaches of fiduciary duty. Cox and Runway were also named as defendants in the Action for allegedly aiding and abetting the breaches of fiduciary duty by the other defendants. Plaintiff's complaint alleged that the consideration offered to Dealertrack stockholders in the Transaction was unfair and inadequate. Plaintiff's complaint also identified items that Plaintiff alleged should have been disclosed to Dealertrack stockholders in the Schedule 14D-9, the purported absence of which Plaintiff alleged deprived Dealertrack's stockholders of the ability to make a fully-informed decision on whether to tender their shares. Among other things, Plaintiff sought an injunction preventing completion of the Transaction, the disclosure of additional facts relating to the Transaction, higher consideration for Dealertrack's stockholders, and monetary damages.
On July 18, 2015, as part of a tentative settlement of the Action, Dealertrack filed Amendment No. 3 to the Schedule 14D-9 ("Amendment No. 3") to provide supplemental disclosures addressing Plaintiff's claims. These supplemental disclosures pertained to Dealertrack management's financial projections, the Dealertrack CEO's employment discussions with Cox, and the Dealertrack board of directors' financial advisor's fairness opinion.
On September 30, 2015, the Tender Offer expired with Runway receiving approximately 77.08% of the shares of Dealertrack's common stock validly tendered and not withdrawn. On October 1, 2015, the Transaction was completed via a short-form merger.
Thereafter, the parties agreed not to proceed with the proposed settlement of the Action. Instead, Plaintiff agreed to voluntarily dismiss the Action on the basis that it was mooted by the supplemental disclosures contained in Amendment No. 3. After Plaintiff agreed to voluntarily dismiss the Action, Plaintiff's counsel and Defendants' counsel engaged in arm's-length discussions regarding the payment of attorneys' fees and reimbursement of expenses to Plaintiff's counsel. Cox, or one or more of its subsidiaries, agreed to pay Plaintiff's counsel a fee in the amount of $200,000.
On May 31, 2016, the Court entered an order dismissing the Action with prejudice as to Plaintiff, and without prejudice as to all other members of the putative class. In connection with that order, Cox or one or more of its subsidiaries will pay Plaintiff's counsel $200,000 in full satisfaction of Plaintiff's counsels' fees and expenses in the Action. This payment has not been in any way approved or ruled upon by the Court.
Plaintiff's counsel are Rigrodsky & Long, P.A. and Levi & Korsinsky, LLP.
Levi & Korsinsky, LLP
Shannon L. Hopkins, Esq.
30 Broad Street - 24th Floor
New York, NY 10004
Tel: (212) 363-7500
Toll Free: (877) 363-5972
Fax: (212) 363-7171
Logo - http://photos.prnewswire.com/prnh/20120409/MM84375LOGO
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/levi--korsinsky-llp-notifies-former-dealertrack-technologies-inc-shareholders-of-dismissal-of-class-action-300277205.html
SOURCE Levi & Korsinsky, LLP