NEW YORK, March 29, 2016 /PRNewswire/ -- Notice is
hereby given that Faruqi & Faruqi, LLP has filed a class action
lawsuit in the United States District Court for the Northern
District of California, case no.
3:16-cv-01161, on behalf of shareholders of LeapFrog Enterprises,
Inc. ("LeapFrog" or the "Company") (NYSE:LF) who hold LeapFrog and
have been harmed by LeapFrog's and its board of directors' (the
"Board") alleged violations of Sections 14(a) and 20(a) of the
Securities Exchange Act of 1934 (the "Exchange Act") in connection
with the proposed sale of the Company to VTech Holdings Ltd.
("VTech").
On February 5, 2016, the Company
announced it had entered into an Agreement and Plan of Merger
("Merger Agreement") under which VTech would acquire all of the
outstanding shares of LeapFrog through Bonita Merger Sub, LLC, a
newly formed subsidiary of the acquirer (the "Proposed
Transaction"), in a Tender Offer. The Tender Offer is scheduled to
expire at 12:00 midnight Eastern Time
on April 1, 2016.
The complaint charges LeapFrog and the Board with violations of
Sections 14(a) and 20(a) the Exchange Act.
If you wish to obtain information concerning this action or
view a copy of the complaint, you can do so by clicking here:
www.faruqilaw.com/LFnotice.
Pursuant to the terms of the Merger Agreement, which was
unanimously approved by the Board, LeapFrog shareholders will
receive $1.00 in cash per share for
each share of LeapFrog they own. The offer is inadequate
since, for the first half of 2014, LeapFrog stock traded over
$7.00 per share, and for most of the
second half of 2014, well over $5.00.
Furthermore, for the first half of 2015, the Company's stock traded
well over double the Offer Price.
The complaint alleges that the Schedule 14D-9
Solicitation/Recommendation Statement ("Recommendation Statement")
filed with the Securities and Exchange Commission ("SEC") on
March 3, 2016 provides materially
incomplete and misleading information about the Company and the
Proposed Transaction, in violation of Sections 14(a) and 20(a) of
the Exchange Act. The Recommendation Statement fails to provide
LeapFrog's shareholders with material information concerning the
financial and procedural fairness of the Proposed Transaction.
Furthermore, according to the complaint, the Merger Agreement
includes a non-solicitation provision, a matching rights
provisions, and a $2.9 million
termination fee which essentially ensure that a superior bidder
will not emerge, as any potential suitor will undoubtedly be
deterred from expending the time, cost, and effort of making a
superior proposal while knowing that VTech can easily foreclose a
competing bid.
Take Action
Plaintiff is represented by Faruqi & Faruqi, LLP, a law firm
with extensive experience in prosecuting class actions, and
significant expertise in actions involving corporate fraud.
Faruqi & Faruqi, LLP, was founded in 1995 and the firm
maintains its principal office in New
York City, with offices in Delaware, California, and Pennsylvania.
If you wish to serve as lead plaintiff, you must move the Court
no later than 60 days from today. Any member of the putative
class may move the Court to serve as lead plaintiff through counsel
of their choice, or may choose to do nothing and remain an absent
class member. If you wish to discuss this action, or have any
questions concerning this notice or your rights or interests,
please contact:
Juan E. Monteverde, Esq.
FARUQI & FARUQI, LLP
685 3rd Avenue, 26th Floor
New York, NY 10017
Telephone: (877) 247-4292 or (212) 983-9330
E-mail: jmonteverde@faruqilaw.com
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SOURCE Faruqi & Faruqi, LLP