Investigations on behalf of current investors of Emmis Communications Corporation (NASDAQ:EMMS), who purchased the EMMS common stock before April 26, 2010, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover and practice were announced.
If you are currently an investor in shares of Emmis Communications Corporation (NASDAQ:EMMS), and purchased the shares before April 26, 2010, and / or have additional information relating to the investigation, you should contact the Shareholders Foundation, Inc. by email at [email protected] or call +1 (858) 779 ““ 1554.
The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Emmis Communications Corporation (Public, NASDAQ:EMMS) arising out of the Letter of Intent entered into by JS Acquisition, Inc, an entity created by Emmis Chairman/CEO Jeff Smulyan, and Alden Global Capital, a 42% shareholder of Emmis Preferred Stock. Emmis Communications Corporation, located in Indianapolis, IN, is a diversified media company with radio broadcasting.Emmis Communications Corporation reported in 2007 Total Revenue of $356.76million, in 2008 $358.06million, and in 2009 $333.87million.
On Monday, April 26, 2010, Alden and JS Acquisition announced that they have entered into a Letter of Intent pursuant to which JS Acquisition will acquire all shares of Emmis Communications Corporation Class A Common and Preferred Stock. Under the terms of the agreement, Emmis Communications Corp. stockholders will receive cash of $2.40 in exchange for each share of Emmis Communications Corporation Class A Common Stock. According to the investigation this is an 84% discount to the price Jeff Smulyan had previously offered. Communications Corporation Preferred stockholders will receive an aggregate principal amount equal to 60% of the aggregate liquidation preference (excluding accrued and unpaid dividends) of each share of Preferred Stock in the form of newly-issued Communications Corporation 12% senior subordinated notes due 2017.
Shares of Emmis Communications Corporation (EMMS) traded after the announcement at $2.40 per share, and at $2.30 per share the trading day before the news.
According to an investigation by a law firm the transaction appears to be unfair to current investors of Emmis Communications Corporation (NASDAQ:EMMS) because the “offer to purchase Emmis Communications Corporation appears “grossly unfair, inadequate, and substantially below the fair or inherent value of EMMS”. According to the Company’s most recent proxy statement, Jeff Smulyan already controls approximately 70.4% of the Company’s total voting power through his 100% ownership of the Class B common stock. The investigation in particular “concerns whether the Emmis Communications Corporation Board of Directors breach their fiduciary duties Emmis Communications Corp. (NASDAQ:EMMS) shareholders by agreeing to sell Emmis Communications Corporation (NASDAQ:EMMS) at an unfair price and practice thereby harming Emmis Communications Corporation and its shareholders”, and whether “the Company may not have adequately shopped itself around if they enter into this transaction and , pursuant to this proposed transaction, JS Acquisition, Inc. and Alden Global Capital may be underpaying for Emmis Communications Corporation (Public, NASDAQ:EMMS) thus unlawfully harming PONE shareholders”. Those who currently are investors in shares of Emmis Communications Corporation (NASDAQ:EMMS), and purchased the shares before April 26, 2010, and / or have additional information relating to the investigation, should contact the Shareholders Foundation.
