must tell more about Permira deal: judge

Mon Dec 17, 2012 5:23pm EST
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By Tom Hals

WILMINGTON, Del (Reuters) - Inc must provide more details about the $1.6 billion sale of the genealogy website before its shareholders vote on the acquisition by private equity firm Permira Investment Advisors, a Delaware judge ruled on Monday.

Delaware Court of Chancery judge Leo Strine made his ruling from the bench, saying he wanted to give time to comply and hold its December 27 shareholder vote as scheduled.

Shareholders had sued to block the vote on the deal, arguing the sale was riddled with conflicts, lacked disclosures and used legal steps that locked out competing bids.

Strine said had to disclose that its banker initially said it would be difficult to qualify as fair the $32 per share bid by Permira.

He also ordered the Provo, Utah-based company to disclose that a confidentiality agreement signed by the 12 parties interested in buying contained a provision that prevented them from offering a topping bid once Permira had been selected.

"That should allow you to get your vote or I will enjoin the deal," said Strine.'s attorney, William Savitt, of Wachtell, Lipton, Rosen & Katz, told the court the company wanted the deal to close before year end for tax reasons, suggesting would make the disclosures soon.

The Permira-led buyout group included's Chief Executive Tim Sullivan and Chief Financial Officer Howard Hochhauser and Spectrum Equity, which is the largest shareholder in the company with a 30 percent stake.   Continued...