NEW YORK, Jan. 08, 2019 (GLOBE NEWSWIRE) -- Gainey McKenna & Egleston announces that it filed a class action lawsuit against Inuvo, Inc. (“Inuvo” or the “Company”) (NYSE American: INUV) and its board of directors (the “Board”), on behalf of a class consisting of all public stockholders of Inuvo who have been harmed by Inuvo in connection with alleged violations of Sections 14(d)(4), 14(e) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). The action seeks to enjoin the expiration of a tender offer (the “Tender Offer”) on the proposed transaction, pursuant to which Inuvo will be acquired by ConversionPoint Technologies, Inc. (“CPT Parent”) through ConversionPoint’s wholly-owned subsidiary CPT Merger Sub, Inc., (“CPT Merger Sub”) and CPT Cigar Merger Sub, Inc., a direct wholly-owned subsidiary of Parent (“Inuvo Merger Sub”) (the “Proposed Transaction”).
The Complaint alleges, that on December 17, 2018, in order to convince Inuvo’s public common stockholders to vote in favor of the Proposed Transaction, Parent filed a materially incomplete and misleading Form S-4 Registration Statement (the “Proxy”) with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act. As stated in the Proxy, upon completion of the Proposed Transaction, current Inuvo stockholders will own approximately 29.24% of the combined company and current CPT stockholders will own approximately 70.76% of the combined company (the “Merger Consideration”). The Proxy contains materially incomplete and misleading information concerning: (i) the valuation analyses prepared by the Company’s financial advisor, Canaccord Genuity LLC (“Canaccord”), in support of their fairness opinion and (ii) the potential conflicts of interest faced by the Board during the sales process leading up to the Proposed Transaction.
Additionally, although the Proxy does not yet set the date for the special meeting of Inuvo’s stockholders to vote on the Proposed Transaction (the “Stockholder Vote”), the Proxy does state the merger parties’ intention to conclude this merger during the first quarter of 2019. It is therefore imperative that the material information that has been omitted from the Proxy is disclosed prior to the Stockholder Vote so Inuvo stockholders can properly exercise their corporate suffrage rights.
Investors who purchased or otherwise acquired shares during the Class Period should contact the Firm prior to the March 11, 2019 lead plaintiff motion deadline. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation. If you wish to discuss your rights or interests regarding this class action, please contact Thomas J. McKenna, Esq. or Gregory M. Egleston, Esq. of Gainey McKenna & Egleston at (212) 983-1300, or via e-mail at tjmckenna@gme-law.com or gegleston@gme-law.com.
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