Priceline and Kayak settled several shareholder lawsuits that sought to block their $1.8 billion merger based on allegations that Kayak failed to perform its fiduciary duties by not getting a higher share-price for the deal, and that Priceline assisted Kayak in ensuring that a superior offer didn’t emerge.
Priceline and Kayak signed memorandums of understanding with the plaintiffs to settle the shareholder lawsuits on January 16, Priceline stated in a financial filing today.
The settlements, if approved by Kayak stockholders and the courts, resolve all aspects of the plaintiffs’ claims, required Priceline to make additional disclosures about the merger, and give the plaintiffs’ attorneys the right to seek attorneys fees and expenses.
Lawsuits purportedly on behalf of all Kayak Class A shareholders had been filed by Michael James Krawczynski on November 16 in Delaware, Bert Ly in Delaware on December 20, and Joseph McKinney on November 21 in Connecticut. The Krawczynski and Ly lawsuits were consolidated, and the Delaware court certified a class consisting of all holders of Kayak common stock from November 8 through the merger’s closing.
The settlements, subject to court and shareholder approvals, ease the way for the consummation of the merger, and that’s expected to take place during March pending all approvals.