The complaint states that in 2005, Rupert Murdoch's News Corporation purchased Intermix (which owned MySpace), in a cash-out merger as a result of an unfair process and at an unfair price that did not reflect the recent growth and future prospects of MySpace. According to the complaint, the company's Board of Directors breached their fiduciary duties to shareholders by approving the merger despite numerous conflicts of interest; by failing to conduct an auction to obtain maximum value for the shareholders including reneging on an arrangement to provide Viacom a specified amount of time to provide a bid, and by failing to disclose to shareholders critical information about the deal, such as historical or projected revenue for the MySpace business. The complaint also states that insiders did this to secure benefits for themselves, such as acceleration of stock options and broad indemnification for their own past wrongful actions, at the expense of ordinary shareholders.
Because of the Board's breaches of fiduciary duty, the company's shareholders were deprived of the compensation they ultimately would have received for their shares, the complaint says. Among the highlights of the complaint are:
* According to Michael Nutley of New Media Age Rupert Murdoch was told by
Google Chairman Eric Schmidt that acquiring Intermix and MySpace would
be "the best deal of his life."
* The Intermix control group (VantagePoint and the Board of Directors)
saw the legal ramifications of their actions including the likelihood
of liability for insider stock sales made by certain board members,
Vantage Point, and its affiliates. The control group opted for a quick
sale at any price as long as 'total indemnification' from the buyer was
provided because these legal issues could have resulted in removal of
the board by shareholders or the loss of VantagePoint's investment.
* An email from Intermix CEO Richard Rosenblatt to VantagePoint
(discovered by the plaintiff in Friedmann v. Intermix Media, et al.),
shows that the Intermix insiders were more interested in themselves
than in shareholders: "Fox dili starting Monday. Name ur next kid
rich. No deal unless I stay long term. remember your vesting
promise."
"It's clear that if Intermix had provided current revenue figures and projections for MySpace along with user growth projections, shareholders would never have approved the News Corp. transaction," said Greenspan. "If News Corp bought MySpace through a responsible Revlon auction process, shareholders would have received a purchase price in the billions of dollars. MySpace has similar brand equity to Google, far greater monthly page views, and will ultimately equal Google's number of unique users. The Intermix Board chose to keep critical information from its shareholders about how well MySpace was performing and how well it was projected to perform."
Greenspan continued, "It is unbelievable that News Corp. obtained a property that is half the size of Google and Yahoo in terms of unique visitors, has more or equivalent page views to these properties, and is growing faster for the ridiculous sum of $580 million. News Corp. functioned as the 'escape hatch' for a band of individuals, including VantagePoint, which had effectively picked the pocket of Intermix shareholders in a series of self-serving transactions. Most indicative of this behavior was the sale by insiders and affiliates of approximately $25 million worth of Intermix stock before the company disclosed a four-month-old investigation by NY Attorney General Eliot Spitzer which resulted in an approximate 50 percent decrease in stock value." (Details available at http://www.insiderstocksales.com/.)
"It is my goal to see News Corp 'square up' with the rest of the Intermix shareholders by either voluntarily unwinding the MySpace transaction and allowing a proper auction process to occur, or paying us what we deserve via providing several billion dollars of compensation," Greenspan added. "I was a shareholder of approximately 10% of Intermix, and the complaint filed also contains additional claims related to equity I was promised in MySpace, Skilljam, and Intermix as compensation based on leading the creation of such assets while I was chairman and chief executive officer."
Mark Hansen and Kevin Huff of Kellogg, Huber, Hansen, Todd, Evans & Figel, P.L.L.C; are lead counsel in the matter.
About MySpace & Brad Greenspan
Among the Intermix properties acquired by News Corp. was MySpace.com, a social networking Web site with Web profiles, blogs, instant messaging, e-mail, music downloads, photo galleries, classified listings and chat rooms that allows users to create their own online community. MySpace.com has more than 54 million registered users and is rapidly growing by more than 180,000 new members daily. The site receives more monthly page views than Google according to a recent Associated Press report.
Brad Greenspan, founder of Intermix Media which created MySpace.com, serves as an investor and strategic business advisor for successful start-up companies in high-growth markets. He invests capital and resources that enable companies to meet their short- and long-term business objectives. Greenspan has invested in companies such as VidiLife.com, BigFishGames LLC, and Palisades Technology.
Website: http://www.insiderstocksales.com/
Website: http://www.myspace.com/