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Digital River (DRIV) Merger Review

Digital River merger under review

Digital River, Inc. (DRIV) announced that it has entered into a definitive merger agreement to be acquired by an investor group led by Siris Capital Group, LLC (collectively “Siris”) in a transaction valued at approximately $840 million.  Under the terms of the agreement, Siris will acquire all of the outstanding common shares of Digital River for $26.00 per share in cash.  The agreement was approved by Digital River’s Board of Directors, which recommended that Digital River stockholders adopt the agreement with Siris.

Digital River shareholders are entitled to answers to important questions regarding the proposed merger

  1. Does the merger agreement contain unfair termination provisions?  The merger agreement has scaling termination provisions reaching a maximum fee of $50,000,000.  Fair?
  2. Does the merger agreement place perhaps an undue burden on the board of directors relating to subsequent offers from third parties.  While the merger agreement does offer Digital River’s Board a 45 day “go shop” period, Digital River has agreed to give Siris matching rights.  Do these matching rights render the go shop period nearly illusory?
  3. Did the Digital River board of directors obtain a fairness opinion from an independent investment bank?  This is particularly important as Digital River appears to have over $300 million in cash on hand.
  4. What did the independent fairness show?
  5. Did the board of directors engage other potential suitors?

Digital River merger or takeover shareholder lawsuit investigation

State security laws provide shareholders a no cost means to question a proposed sale of a publicly traded company.  This review process is deemed a shareholder class action and affords at times shareholders an avenue to investigate fully the proposed transaction.  At minimum, this process often obtains answers to the above questions.  If you own the common stock of Digital River and if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please fill out the contact form on this web page. 

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