2016-12-15

Neustar $NSR Under Law Firm 'Investigations' After Announcing Buyout

Investigation UPDATES below (Dec. 15-19, 2016).
Neustar Inc. (NYSR: NSR) Shares Up 21% 14 Dec 2016 (source: google.com)
Domain name registry services (.CO, .US, .BIZ, et al) and technology company, Neustar Inc. (NYSR: NSR) (Principal Domain: Neustar.biz), announced prior to the market open on December 14, 2016:
[Neustar] has entered into a definitive agreement to be acquired by a private investment group led by Golden Gate Capital in a transaction valued at approximately $2.9 billion, including debt to be refinanced. Under the terms of the agreement, which was unanimously approved by Neustar’s Board of Directors, Neustar’s shareholders will receive $33.50 per share in cash. This represents a premium of 45% to Neustar’s closing stock price on November 11, 2016, the day prior to Golden Gate Capital’s filing of a Form 13F with the SEC disclosing an equity position in Neustar. An affiliate of GIC will also invest in Neustar and will become a minority owner of the Company following closing of the transaction.
See also:
December 14, 2016 Neustar customer announcement as filed with the S.E.C. (excerpt, emphasis added):
Dear Valued Customer,
Today Neustar announced that we will become a private company, through an acquisition led by a private investment group of Golden Gate Capital (GGC) and GIC.
When we announced in June our intent to separate into two independent companies, our primary objective was to align the value of each business with its appropriate investors and to better align our resources to address your current and future needs.
With Golden Gate Capital (GGC) and GIC, we have found an investor group that recognizes the complementary nature of our assets and businesses. Most important, they share our vision and long-term strategic direction.
At a minimum, it’s business as usual for all our customers and partners. You will not experience any interruption to the delivery of the solutions and services you have come to expect.
Golden Gate Capital (GGC) and GIC are committed to continuing to invest and improve upon our industry-leading authoritative OneID identity system which connects people, places and things and powers our marketing, risk, security and communications solutions.
Moreover, we will benefit from Golden Gate Capital (GGC) and GIC’s long investment horizon and deep expertise in the information services, technology and software sectors. This will help us strengthen our competitive advantages and enable us to bring you additional innovative, market-leading solutions, solving your greatest problems.
The transaction, which is expected to close no later than the third calendar quarter of 2017, is subject to approval by Neustar shareholders, regulatory approvals and other customary closing conditions ..."

Via press releases, Neustar's announcement has sparked 'investigations' by two law firms:
  • Harwood Feffer LLP (hfesq.com) is investigating potential claims against the board of directors of NeuStar, Inc. ("NeuStar" or the "Company") (NYSE: NSR) concerning the proposed acquisition of the Company by a group led by Golden Gate Capital ("Golden Gate") ... "Our investigation concerns whether the NeuStar board of directors is fulfilling its fiduciary duties, maximizing the value of the Company, disclosing all material benefits and costs, and obtaining full and fair consideration for Company stockholders." 
  • Shareholder rights law firm Johnson & Weaver, LLP (johnsonandweaver.com) has launched an investigation into whether the "board members of NeuStar, Inc. breached their fiduciary duties in connection with the proposed sale of the Company to Golden Gate Capital ..."
  • UPDATE December 15, 2016:  "Brower Piven [Law Firm] Commences An Investigation Into The Proposed Sale Of NeuStar, Inc. And Encourages Investors To Contact The Firm For Additional Information"--MarketWatch.com. For more information: browerpiven.com/currentinvestigations.html
  • UPDATE Dec 19, 2016NEUSTAR, INC. SHAREHOLDER ALERT: Rigrodsky & Long, P.A. Announces Investigation Of Buyout | MarketWatch.com"The investigation concerns whether NeuStar’s board of directors failed to adequately shop the Company and obtain the best possible value for NeuStar shareholders before entering into an agreement with Golden Gate."
  • UPDATE Dec 27, 2016:  NeuStar, Inc. $NSR --:Former SEC Attorney Willie Briscoe and Powers Taylor LLP Investigate Merger with Golden Gate Capital | BusinessWire.com 27 Dec 2016: "... investigation centers on whether NeuStar’s Board of Directors is acting in the shareholders’ best interests, whether the board is properly negotiating a higher share price for the shareholders, and whether the board has employed an adequate process to review and act on the proposed transaction ..."

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