LOS ANGELES (CN) - Ticketmaster sold itself too cheaply to Live Nation: $2.5 billion in an all-stock deal of 1.384 Live Nation shares for each Ticketmaster share, Ticketmaster shareholders say in a class action in Superior Court. Plaintiffs say the deal, announced on Feb. 10, offers about $6.67 per Ticketmaster share - a 1.5% premium over its Feb. 9 closing price of $6.57.
Shareholders say Ticketmaster shares tanked by 75% in 2008, and by nearly 40% in the past 3 months. Share price sank from $23.71 on Aug. 12, 2008 to $5.85 on Feb. 2. "Defendants have exploited this temporary downturn in order to secure benefits for themselves arising out of the proposed transaction, and to the exclusion and detriment of Ticketmaster's public shareholders. Moreover, insiders own approximately 30.84% of the outstanding stock of Ticketmaster. In addition, according to his deal with Ticketmaster for the purchase of Front Line Management Group, Inc., Irving Azoff owns approximately another $35 million worth of Ticketmaster stock, representing an additional 10% ownership, at $6 per share. The Ticketmaster by-laws, as they are currently written, require only that a simple majority of shareholders vote in favor of the proposed transaction in order for it to be approved. Accordingly, absent court intervention, the proposed transaction is essentially a fair accompli, given that only 10% of Ticketmaster's public shareholders - many of which are Ticketmaster officers and employees and 30% of which are institutional investors - need to vote in favor of the proposed transaction in order for it to be approved."
Plaintiffs want the deal enjoined. Their lead counsel is Betsy Manifold with Wolf Haldenstein Adler of San Diego.