Class-Action Lawsuit Filed Against Proposed AT&T and DirecTV Merger

Class-Action Lawsuit Filed Against Proposed AT&T and DirecTV Merger

Investor Teresa Silvestri accuses both companies of “entering into the merger agreement without attempting to maximize shareholder value in order to obtain millions of dollars in benefits for themselves”

On the heels of their announcement of a merger, AT&T and DirecTV found themselves hit with a class-action lawsuit filed by one of DirecTV's public shareholders. Teresa Silvestri filed the suit on Thursday on behalf of other shareholders, targeting DirecTV and its board of directors, AT&T, and its subsidiary, Steam Merger Sub, LLC.

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The document details the merger deal, with AT&T acquiring each share of common stock of DirecTV for $28.50 per share in cash, and $66.50 per share in AT&T stock. However, she alleges that this breaches both companies “fiduciary duties of loyalty, good faith, due care and disclosure by … agreeing to sell DirecTV without first taking steps to ensure that [the public shareholders] would obtain adequate, fair and maximum consideration under the circumstances.”

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The document further accuses the companies of “entering into the merger agreement without attempting to maximize shareholder value in order to obtain millions of dollars in benefits for themselves.” She seeks a jury trial in the case, asserting that without one, “the merger will be consummated, resulting in irreparable injury to [the public shareholders].”

The suit asks that “all material information concerning the Proposed Acquisition is disclosed to the DirecTV shareholders so that they are able to make informed decisions as to whether to vote in favor or against the Proposed Acquisition or to seek appraisal of their shares.”

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The suit alleges that DirecTV shares are being “woefully” undervalued in the approved merger deal, and that the deal doesn't adequately compensate shareholders for the synergistic value of a combined DirecTV and AT&T. The suit goes on to detail the value that DirecTV brings to AT&T, with its strong Latin American footprint, as well as the increased negotiating power the combined company will have over content providers.

Pamela Chelin contributed to this report.