Ademi LLP is investigating Shutterstock (NYSE: SSTK) for possible breaches of fiduciary duty and other violations of law in its transaction with the Getty Images.
In the transaction, Shutterstock stockholders will receive one of the following:
- $28.84870 per share in cash for each share of Shutterstock common stock they own;
- 13.67237 shares of Getty Images common stock for each share of Shutterstock common stock they own; or
- a mixed consideration of 9.17 shares of Getty Images common stock plus $9.50 in cash for each share of Shutterstock common stock they own.
Shutterstock shareholder elections at close will be subject to proration to ensure that the aggregate consideration payable by Getty Images consist of $9.50 in cash per Shutterstock share and 9.17 shares of Getty Images stock per Shutterstock share. Shutterstock insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Shutterstock by imposing a significant penalty if Shutterstock accepts a competing bid. We are investigating the conduct of Shutterstock’ board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.