Announcements
April 14, 2011

Kramer Levin Client Answers.com Acquired by AFCV Holdings LLC

On April 14, 2011, Kramer Levin client Answers.com, creators of the answer engine Answers.com, announced the successful completion of its acquisition by by AFCV Holdings, LLC, a portfolio company of growth equity investor Summit Partners. The merger agreement was previously announced in February 2011.

We also represented Answers.com in a suit challenging the merger. Plaintiffs in the action sought to (i) prevent Answers.com’s stockholder meeting from taking place to consider the merger, (ii) enjoin the merger of Answers.com with AFCV, and (iii) require disclosure correcting purported misstatements in the Answers Proxy Statement. The Court of Chancery rejected plaintiffs’ claims. The Court ruled that the record “support[s] the conclusion that the Board, with a majority of independent and disinterested directors, acted reasonably in deciding to sell and throughout the sales process,” and that “the disclosures in the Proxy Materials enable Answers’ shareholders to make an informed decision regarding the Proposed Transaction.”

The Kramer Levin team consisted of Corporate partners Scott S. Rosenblum and Abbe L. Dienstag, associates Adam S. Karasik, Josh R. Little and Matthew A. Weiss, and law clerk Daniel Brody; Litigation partner Jonathan M. Wagner and associates Adina C. Levine and Craig L. Siegel; IP counsel Kevin M. Moss; and Tax associate Melissa S. Blades.

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