We are investigating the Board of Directors of WPP for possible breaches of fiduciary duty and other violations of state law in connection with the sale of WPP to SCA.
WPP’s long-term financial outlook is positive and yet shareholders will receive only $10.25 per share. SCA is well aware of WPP’s improving financial metrics and is purchasing WPP at a substantial discount. The merger agreement unreasonably limits prospective bids by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should WPP receive and accept a superior bid. WPP’s insiders and their affiliates own significant stock, and will receive millions of dollars as part of change of control arrangements. These insiders can unduly influence a sale of WPP not necessarily in the best interests of non-insider shareholders. In light of these facts, our investigation centers on the conduct of WPP’s Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for WPP given its current financial condition and prospects.