Burlington tech company and merger partner receive subpoenas from SEC
Two Massachusetts companies in the midst of a merger have each received subpoenas from the Securities and Exchange Commission.
Endurance International Group Holdings Inc., a Burlington company that runs Internet hosting companies, agreed in November to acquire the Waltham e-mail marketing firm Constant Contact Inc. for $1.1 billion. The deal was due to close in the first quarter of 2016. Now, the companies have been ordered by the SEC to hand over documents relating to their financial reports, as well as to their sales and marketing practices.
The companies disclosed the Dec. 10 subpoenas in documents filed this week with the SEC. Both said they would fully cooperate with the investigations.
"We believe our published reports continue to be complete and accurate in all material respects," said an Endurance spokesman, who also said the company still expects the deal with Constant Contact to close on schedule.
Constant Contact did not respond to requests for comment.
Constant Contact also reported that it faces a class-action lawsuit related to the deal with Endurance. The suit, filed in Delaware Chancery Court on Dec. 11, says that the company's directors failed in their fiduciary duties to shareholders by selling the company at too low a price.
Such lawsuits are routinely filed during acquisitions, said Ilya Grozovsky, senior equities analyst at National Securities in New York. "The payday is for the lawyers more than any shareholders," Grozovsky said. "My guess is they're just digging for straws."
But Grozovsky said the SEC investigation "is not standard practice. That the SEC has asked for this is a little bit unique."
Endurance plans to pay for Constant Contact with money borrowed from banks. Its spokesman said that as of now, there's no reason to think the SEC investigation will interfere with the financing arrangements. "We can't speak for the banks on their position or view," the spokesman said, "but at this time we have no reason to believe that this information will affect the availability of the commitment."
Endurance's stock closed at $11.20 Thursday, down $1.81, or 14 percent. Constant Contact stock closed at $28.69, down $1.45, or 4.8 percent.