Redfin -Shareholder Files suitable for disclosures in Rocket -Deal
Defendants in the court case are Rocket, Redfin and Redfin CEO Glenn Kelman. Various members of Redfin’s board of directors are also mentioned, mentioned Robert Bass, Julie Bornstein, Kerry D. Chandler, Austin Ligon, Brad Singer, James Slavet, Selina Tobaccowala and chairman of the board of directors David H. Lissy.
Morano claims that Rocket, Redfin and its Executive Board have violated both the Federal Securities Act and the Delaware -Fiduciary Service Statutes when negotiating the acquisition of Rocket from Redfin. He claims that the defendants have submitted a misleading and incomplete proxy statement to the Securities and Exchange Commission (SEC) To convince shareholders to vote before the takeover.
The two companies announced the proposed acquisition at the beginning of March.
According to the complaint, the Proxy statement has incorrectly displayed and incorrectly displayed material facts. This includes the statement of a conflict of interest with Goldman SachsBecause it served as Redfin’s financial advisers, had a credit relationship with Rocket and had shares in both Redfin and Rocket.
Goldman Sachs gave Rocket in combination with other lenders access to a rotating credit facility of $ 1.15 billion in July 2024. The Revolver requires that Rocket pays interest to Goldman Sachs and the other lenders on outstanding balances that fall under the revolver.
“In order to Allow Redfin Shareholders to contextualize the potential conflict Posed by Goldman Sachs’ Competitor Lending Relationship With Rocket, the Proxy Must Disclose (I) The Nature of the Lending Relationship Between Goldman Sachs and Rocket, And Rocket in (II) and Rocket in and Rocket in and Rocket and Rocket and Rocket and Rocket and Rocket and Rocket and Rocket and Rocket and Rocket and Rocket and Rocket and Rocket and Rocket and Rocket and Rocket That Relationship Dooring the Two Years Prior to March 9, 2025 (The Date of Goldman Sachs’ Fairness Opinion to the Board in Connection with the proposed merger).
When approving the Proxy statement and not ensuring that the potential conflicts of interest with Goldman Sachs were announced, Morano claims that Redfin’s board members have violated their fiduciary tasks.
Redfin shareholders will vote on the merger on 4 June and the complaint claims that on 5 May Redfin shareholders were persuaded to vote for the deal during a ‘special meeting’.
“To enable Redfin shareholders to cast fully informed votes with regard to the proposed merger, it is necessary that the council hardens the disclosure violations described above, no later than five (5) days prior to the shareholder’s vote,” the complaint states.
“If the disclosure violations are not cured and the proposed merger is completed, the plaintiff reserves the right to repair compensation that he suffers and in a similar way to investors as a result of such disclosure violations.”
The two companies have previously announced that they expect the deal to close in the second or third quarter of 2025. Rocket is planned to pay $ 1.75 billion in equity for Redfin.
Neither Rocket nor Redfin returned immediately HousingThe requests for comments.
