|Bid||0.0000 x 4000|
|Ask||0.0000 x 900|
|Day's range||0.0900 - 0.1950|
|52-week range||0.0121 - 5.4000|
|Beta (5Y monthly)||N/A|
|PE ratio (TTM)||N/A|
|Earnings date||11 May 2020|
|Forward dividend & yield||N/A (N/A)|
|1y target est||2.00|
(Bloomberg) -- WeWork’s board is scheduled to vote on appointing two new directors on Friday, a critical step in a clash between shareholder SoftBank Group Corp. and a rival faction at the troubled co-working startup.A lawyer for WeWork told Delaware Chancery Court Judge Andre Bouchard in a letter that the company plans a May 29 meeting to fill two empty independent director seats. The nominees are Alex Dimitrief, General Electric Co.’s ex-top lawyer, and Frederick Arnold, the former chief financial officer for Convergex Group.SoftBank and the rival board faction are feuding over the Japanese conglomerate’s decision to scrap a $3 billion deal to buy stock from WeWork’s former Chief Executive Officer Adam Neumann and other shareholders. SoftBank agreed to the purchase last year as it bailed out the struggling startup, but then notified stockholders in March that some of the deal’s conditions hadn’t been met.Two independent WeWork directors then sued SoftBank for not following through on the transaction. One of them, Bruce Dunlevie, is a partner at the venture firm Benchmark Capital, which had planned on selling WeWork shares to SoftBank as part of the agreement.The new directors, who are expected to butt heads with the pair who filed the suit, will be on a special board committee tasked with deciding whether Dunlevie and another board member, Lew Frankfort, can properly represent the company in the SoftBank suit.In a court hearing Wednesday, Bouchard rejected bids by Dunlevie and Frankfort to block WeWork from adding new directors. Dunlevie and Frankfort were the only members of the earlier special committee that made the decision to sue. They had sought a so-called “status quo” order to maintain the company’s operations during the SoftBank litigation.“We believe SoftBank has no basis to question the special committee’s authority to bring this action and we are pleased by the court’s recognition that any effort by SoftBank to challenge that authority must be presented” to Bouchard, a spokesman for Dunlevie and Frankfort said Wednesday.SoftBank-backed WeWork officials said they are acting in the best interest of the company.“WeWork is pursuing best practices of corporate governance to determine what role if any WeWork should have in this contractual dispute among its shareholders,” Sarah Lubman, a SoftBank spokeswoman, said in an emailed statement. “The court’s decision today allows that process to go forward.”In their suit, Dunlevie and Frankfort contend SoftBank had “buyer’s remorse” and reneged on promises to “use its reasonable best efforts to consummate” the stock-purchase agreement.They also noted the agreement doesn’t contain a so-called “material adverse effect” provision or similar termination right that is common in such deals. Two years ago, a Delaware judge found such a provision permitted Germany’s Fresenius SE to walk away from its takeover of U.S. rival generic drugmaker Akorn Inc.In a message to shareholders in March, Softbank cited nearly a half-dozen conditions for the deal that WeWork officials hadn’t met, including a failure to renegotiate some leases in the wake of the economic havoc caused by the Covid-19 pandemic.Neumann -- who would have reaped the biggest windfall from the deal -- filed his own suit earlier this month claiming SoftBank is relying on legally faulty pretexts to scuttle the deal.The dispute is among several busted-deal cases tied to Covid-19 that landed in Delaware’s business court. The state is the corporate home to more than half of U.S. public companies and more than 60% of Fortune 500 firms. Chancery judges hear cases without juries and can’t award punitive damages.Dunlevie’s and Frankfort’s suit is The We Company v. SoftBank Group Corp, No. 2020-0258, Delaware Chancery Court (Wilmington). Neumann’s case is Neumann v. SoftBank Group Corp, Delaware Chancery Court.(Updates with judge’s denial of status-quo order in sixth paragraph)For more articles like this, please visit us at bloomberg.comSubscribe now to stay ahead with the most trusted business news source.©2020 Bloomberg L.P.
(Bloomberg) -- Two independent WeWork directors sued SoftBank Group Corp., its biggest shareholder, after the Japanese investor scrapped a $3 billion deal to buy stock from ex-Chief Executive Officer Adam Neumann and other shareholders to bail out the struggling workplace provider.SoftBank reneged on promises to “use its reasonable best efforts to consummate” the stock-purchase agreement because of “buyer’s remorse,” the directors, which make up a special committee of WeWork’s board, said in the Delaware Chancery Court lawsuit.“Instead of abiding by its contractual obligations, SoftBank, under increasing pressure from activist investors, has engaged in a purposeful campaign to avoid completion of the tender offer,” said Bruce Dunlevie and Lew Frankfort, who make up the committee. The pair regret “the fact SoftBank continues to put its own interests ahead of those of WeWork’s minority stockholders,” according to an emailed statement.A spokesperson for SoftBank said it would vigorously defend the lawsuit. “Nothing in the special committee’s filing today credibly refutes SoftBank’s decision to terminate the tender offer,” the spokesperson said Tuesday in a statement. Softbank said several conditions for completing the tender were not met and called the special committee’s filing a “desperate and misguided attempt” to revise history.“The Special Committee will not prevail in this mistaken attempt to force SoftBank to purchase their shares when it is not legally obligated to do so,” the spokesperson said.Paul Singer’s Elliott Management Corp., a major investor in Softbank, has advocated for the Japanese company to boost its own value by engaging in stock buybacks.Bailout PackageSoftBank agreed to buy shares from Neumann, Benchmark Capital and others as part of a bailout package last year, but notified stockholders in mid-March that some of the deal’s conditions hadn’t been met. After the deal’s closing deadline passed last week, SoftBank confirmed it was pulling the offer.In a message to shareholders last month, Softbank cited nearly a half-dozen conditions that WeWork officials hadn’t met as the basis for pulling out of purchase, including its failure to renegotiate some leases in the wake of the economic havoc caused by the Covid-19 pandemic. Of the tender offer, $450 million is currently allocated to current and former employees, according to a person with knowledge of the matter.The directors pointed to efforts by SoftBank executives to “thwart” a consolidation of WeWork’s Chinese joint venture as evidence that they had second thoughts about the deal. Softbank cited the failure to complete the “roll-up” of the China unit as one of the conditions that hadn’t been met, while WeWork executives accused their erstwhile partner of creating a pretext for pulling out of the agreement.Softbank’s argument that WeWork failed to gain the necessary regulatory approvals for the deal also doesn’t fly because the only country left to sign off on the transaction was Mexico and WeWork has until August to gain that country’s okay, according to the suit.“SoftBank’s apparent buyer’s remorse” was spurred by its own declining financial condition, the WeWork directors said in the suit. “SoftBank’s enormous and growing debt burden, which is now over $109 billion, led Moody’s to issue a rare two-notch downgrade in SoftBank’s debt rating in March 2020,” according to the suit.‘Material Adverse Effect’The directors also noted the agreement doesn’t contain a so-called “material adverse effect” provision or similar termination right that is common in such deals. Two years ago, a Delaware judge found such a provision permitted Germany’s Fresenius SE to walk away from its takeover of U.S. rival generic drugmaker Akorn Inc.The WeWork directors want a chancery judge to order Softbank to carry out the stock purchase and acknowledge it trampled on the rights of some investors in the workplace provider. “SoftBank’s actions harmed the company’s minority stockholders by depriving them of liquidity, which was the primary consideration they were to receive under” the agreement, the suit said.The suit was filed in Delaware because it’s the corporate home to WeWork and more than half of U.S. public companies.The case is The We Company v. Softbank Group Corp, No. 2020-0258, Delaware Chancery Court (Wilmington)(Adds comment from Softbank in fourth and fifth paragraphs)For more articles like this, please visit us at bloomberg.comSubscribe now to stay ahead with the most trusted business news source.©2020 Bloomberg L.P.
Shareholders in Akorn, Inc. (NASDAQ:AKRX) had a terrible week, as shares crashed 21% to US$1.16 in the week since its...