Delaware Court of Chancery Denies Plaintiff Motion for Preliminary Injunction Related to the Merger of Answers.com with AFCV ...
April 13 2011 - 5:57PM
Business Wire
Answers.com, (NASDAQ: ANSW), creators of the leading answer
engine Answers.com®, today announced that the Delaware Court of
Chancery has denied the plaintiff’s motion for a preliminary
injunction to enjoin the special meeting of stockholders to vote on
the merger agreement with AFCV Holdings, LLC, a portfolio company
of growth equity investor Summit Partners.
Plaintiffs in the action sought to (i) prevent Answers.com’s
stockholder meeting from taking place later this week, (ii) enjoin
the merger of Answers.com with AFCV, and (iii) require disclosure
correcting purported misstatements in the Answers Proxy
Statement.
The court’s decision, delivered by Vice Chancellor Noble on
April 11, 2011, rejected plaintiffs’ claims. The Court ruled that
the record “tends to support the conclusion that the Board, with a
majority of independent and disinterested directors, acted
reasonably in deciding to sell and throughout the sales process,”
and that “the disclosures in the Proxy Materials enable Answers’
shareholders to make an informed decision regarding the Proposed
Transaction.” The Court concluded, “Ultimately, this is a matter
for stockholder democracy and, thus, the Court should stand down
and let the shareholders decide.”
As previously announced, Answers.com has adjourned the special
meeting of stockholders to vote on adoption of the merger agreement
with AFCV to 10:00 a.m. Eastern Time on Thursday, April 14, 2011,
at the offices of Kramer Levin Naftalis & Frankel LLP, 1177
Avenue of the Americas, New York, New York. Today, the Court of
Chancery denied plaintiffs’ new application to adjourn the meeting
to next week.
About Answers
Answers Corporation (NASDAQ: ANSW) owns and operates
Answers.com, the leading Q&A site.
Answers.com is a community-generated social knowledge Q&A
platform, leveraging wiki-based technologies. Through the
contributions of its large and growing community, answers are
improved and updated over time. The award-winning Answers.com also
includes content on millions of topics from over 250 licensed
dictionaries and encyclopedias from leading publishers, including
Houghton Mifflin, Barron's and Encyclopedia Britannica. The site
supports English, French, Italian,
German, Spanish, and Tagalog
(Filipino). (answ-g)
Answers.com’s SEC filings can be found at http://ir.answers.com/sec.cfm.
Answers.com is a trademark of
Answers Corporation. All other marks belong to their respective
owners.
Additional Information and Where to Find It
Answers.com has filed with the Securities and Exchange
Commission a definitive proxy statement and other relevant
materials in connection with the merger. The definitive proxy
statement has been sent to the stockholders of Answers.com. Before
making any voting decision with respect to the merger, stockholders
are urged to read the proxy statement and the other relevant
materials because they contain important information about the
merger. The proxy statement and other relevant materials and any
other documents filed by Answers.com with the SEC, may be obtained
free of charge at the SEC's website at www.sec.gov or at Answers'
website at http://ir.answers.com/sec.cfm. In addition, stockholders
may obtain free copies of the documents filed with the SEC by
contacting Okapi Partners at (212) 297-0720.
Participants in the Solicitation
Answers.com and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of Answers.com in connection with the merger.
Information about the directors and executive officers of
Answers.com is set forth in its proxy statement on Schedule 14A
filed with the SEC on July 27, 2010 and Answers.com's Annual Report
on Form 10-K filed on March 17, 2011. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the merger is included in the definitive
proxy statement filed by Answers.com with the SEC.
Forward-looking Statements
This press release contains statements that are forward-looking
statements as defined under the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties with respect to the consummation of the
transaction. These include the include risks and uncertainties
regarding consummation of the merger with AFCV, including the
failure to obtain the required approval of Answers.com stockholders
and certain adverse changes to the business of Answers.com,
including as a result of factors detailed from time to time in
reports filed with the SEC; the failure of the committed financing
for the transaction; and potential litigation risks.
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