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Bankrate Inc.

Summary of Case:

Summary of the Case:

A securities class action has been filed against Bankrate Inc. (S.D. FL) (RATE) ("Bankrate" or the "Company") on behalf of common stockholders of Bankrate, in the United States District Court for the Southern District of Florida.

The claims arise from the proposed acquisition of Bankrate's publicly owned shares by Apax Partners LLP ("Apax") (the "Proposed Acquisition").

The complaint alleges that in pursuing the unlawful plan to facilitate the Proposed Acquisition, each of the defendants violated applicable law by directly breaching and/or aiding the other defendants' breaches of their fiduciary duties of loyalty, due care, independence, good faith and fair dealing. The offer price under the Merger Agreement is unfair and grossly inadequate, because among other factors, the intrinsic value of Bankrate common stock is materially in excess of $28.50 per share. According to the complaint, this offer price is 32% under the Company's 52-week high of $41.92.

The complaint further alleges that if the Proposed Acquisition is consummated at an unjust and grossly inadequate price of $28.50, the defendants will be unjustly enriched at the expense of Bankrate shareholders. The Proposed Acquisition will trigger change in control payments to certain of the Company's officers, including defendant Thomas R. Evans, that amount to tens of millions of dollars. These change in control arrangements provide personal financial incentives to these individuals that are not shared by Bankrate's public shareholders. Certain officers will also be allowed to have an equity stake in the future company after the completion of the Proposed Acquisition - gaining consideration for the Company's future growth and success that Plaintiff and the other Bankrate shareholders are closed out from sharing.

The complaint also alleges that the defendants are also liable for their failure to disclose complete and material information in the recent Form SC 14D9 and the Form SC TO-T (the "Tender Offer Documents") filed with the United States Securities and Exchange Commission (the "SEC") on July 28, 2009. These Tender Offer Documents fail to disclose material information to the Company's shareholders that is necessary to fully consider the merits of the Proposed Acquisition and decide whether to tender their shares.

If you purchased this company's shares during the Class Period and suffered a loss or for further information about the case, please review the links below.