Two Shareholders Are Suing Sotheby’s Over Its Proposed $3.7 Billion Acquisition Deal With Patrick Drahi

The lawsuits are demanding the auction house disclose more financial information.

A view outside Sotheby's in New York City. Photo by Noam Galai/Getty Images.

Two Sotheby’s shareholders have filed similar lawsuits against the auction house and 14 of its executives over plans for the company to be acquired and taken private by French media tycoon Patrick Drahi for $3.7 billion.

Both plaintiffs, Shiva Stein and Eli Goffmna, allege that the company’s recently filed proxy statement, a document used to solicit shareholder votes, “contains materially incomplete and misleading information” about how the merger happened, according to the suits, which were filed July 17 and July 19, respectively, in the US District Court for the Southern District of New York.

They allege that the statement fails to provide enough information regarding financial projections, including cash flows, earnings before income-tax deduction, and that it “omits material information” about a financial analysis performed by Sotheby’s advisor, LionTree Advisors.

The complaint also names CEO Tad Smith, board chairman Domenico de Sole, deputy board chair Peregrine Andrew Morny Cavendish, and board members Michael J. Wolf, Jessica M. Bibliowicz,  Linus Wing Lam Cheung, Kevin Conroy, Dan Loeb, Marsha Simms, Diana Taylor, Dennis Weibling, and Harry Wilson.

“As the vast majority of all public company mergers over $100 million are the subject of shareholder litigation, the lawsuits filed were expected and routine,” Sotheby’s said in a statement. “We do not expect the suits to have any impact on our targeted closing timing of the fourth quarter of this year.”

Stein has sued other corporate boards in the past, including Nike and Goldman Sachs, and was described in one report as a “serial litigant” and “practiced stockholder litigant.”

Attorneys for Stein and Goffmna did not respond to requests for comment.

Sotheby’s filed a preliminary proxy statement with the Securities and Exchange Commission on July 12. The board is advising shareholders to vote for the Drahi acquisition, which will pay $57 a share in cash, a steep 60 percent premium compared to where shares were trading on the day the deal was announced. The board has yet to set a date for the shareholder vote.

According to the financial filing, several other people have expressed interest in acquiring Sotheby’s in addition to Drahi, though he and his firm, BidFair, are the only ones named. Another was identified as “a representative of a private equity fund” who informed Sotheby’s chief financial officer that he “would be interested in investing in the company alongside a private investment firm unaffiliated with any members of the board.”

Sotheby's CFO Michael Goss. <br /> Image: Courtesy of Sotheby's.

Sotheby’s CFO Michael Goss. Courtesy of Sotheby’s.

According to the New York Post, “Alexander Klabin—a low-profile investor in his early 40s who co-manages the New York hedge fund Senator Investment Group—is among those who have been approached to finance a competing offer.” Senator Investment Group declined to comment.

Other sources said that Bain Capital, the investment firm where the CFO of Sotheby’s previously worked, was going to be bidding with Senator. A spokesperson for Bain Capital declined to comment.

Ultimately, in February 2019, the board concluded that the joint party’s offer of $50 a share for the company was “not in its best interests,” according to the proxy statement.

NEW YORK, NY - SEPTEMBER 21: Gala Co-Chairs Alexander Klabin and Kristen Klabin attend the Opening Gala Concert of the 175th Season New York Philharmonic at David Geffen Hall on September 21, 2016 in New York City. (Photo by Mireya Acierto/FilmMagic)

Alexander Klabin and Kristen Klabin. Photo by Mireya Acierto/FilmMagic.

The document also says that Sotheby’s board member Linus Cheung had thrown out valuations of the share price of the company as high as $100 per share, though this was his opinion and there was no firm offer connected to it. Cheung, a collector of Chinese art and former CEO of Hong Kong Telecom, was elected to the board in late 2016. In connection with Cheung’s appointment, Sotheby’s and its largest shareholder, Taikang Insurance Group, entered into an agreement whereby Taikang agreed not to increase its ownership position beyond 15 percent for a period of three years.

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