Cases
iRobot Corporation
Corporate Governance / Derivative
Overview
Overview
- Date:
- 7/25/2024
- Company Name:
- iRobot Corporation
- Stock Symbol:
- IRBT
- Class Period:
- FROM 8/5/2022 TO 1/26/2024
- Status:
- Investigating
Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, is investigating potential claims against iRobot Corporation (NASDAQ: IRBT) on behalf of long-term stockholders following a class action complaint that was filed against iRobot on March 8, 2024 with a Class Period from August 5, 2022 to January 26, 2024. Our investigation concerns whether the board of directors of iRobot have breached their fiduciary duties to the company.
iRobot designs, builds, and sells robots and home innovation products in the U.S., Europe, the Middle East, Africa, Japan, and internationally. The Company is primarily known for its robot vacuum cleaner ("RVC") products sold under the "Roomba" brand name.
In August 2022, iRobot and Amazon.com, Inc. ("Amazon"), which sells iRobot's RVCs on its online marketplace, announced their entry into a definitive merger agreement (the "Merger Agreement"), pursuant to which Amazon would "acquire iRobot for $61 per share in an all-cash transaction valued at approximately $1.7 billion, including iRobot's net debt" (the "Merger").
The Complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company's business, operations, and prospects. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) the Merger would place Amazon in a sufficiently dominant position in the market for RVCs that U.S. and European antitrust regulators were unlikely to approve the Merger; (ii) iRobot had conducted inadequate due diligence into the Merger and/or ignored significant risks weighing against the likelihood of regulatory approval; (iii) as a result of all the foregoing, iRobot overstated the likelihood for successfully completing the Merger; and (iv) as a result, the Company's public statements were materially false and misleading at all relevant times.
On June 22, 2023, news outlets reported that Europe's antitrust regulator, the European Commission ("EC"), was planning to launch a full-scale investigation into the Merger.
On this news, iRobot's stock price fell $4.12 per share, or 8.32%, to close at $45.41 per share on June 22, 2023.
On November 27, 2023, the EC announced that it "has informed Amazon of its preliminary view that its proposed acquisition of iRobot may restrict competition in the market for [RVCs]." In particular, the EC advised that, "[a]s a result of [its] in-depth investigation, the [EC] is concerned that Amazon may restrict competition in the European Economic Area (‘EEA')-wide and/or national markets for RVCs, by hampering rival RVC suppliers' ability to effectively compete" (emphasis in original).
On this news, iRobot's stock price fell $7.13 per share, or 17.19%, to close at $34.35 per share on November 27, 2023.
On January 10, 2024, news outlets reported that Amazon did not offer concessions to the EC to appease the regulator's concerns about the Merger. For example, POLITICO reported that day that "[t]he European Union's webpage on the deal shows that the companies didn't make an offer by the end of the day on Wednesday, its last chance to tackle European Union objections that Amazon could hamper rival vacuum cleaners' sales on Amazon's online marketplace."
On this news, iRobot's stock price fell $7.33 per share, or 19.77%, to close at $29.75 per share on January 10, 2024.
On January 18, 2024, the Wall Street Journal reported that "[t]he European Union's competition watchdog intends to block Amazon's $1.7 billion bid to purchase Roomba maker iRobot," citing "people familiar with the matter[.]"
On January 19, 2024, Bloomberg separately reported that the U.S. Federal Trade Commission ("FTC") was drafting a lawsuit to block the Merger.
Following these reports, iRobot's stock price fell $6.36 per share, or 26.93%, to close at $17.26 per share on January 19, 2024.
Then, on January 29, 2024, Amazon and iRobot announced their entry "into a mutual agreement" to terminate the previously announced Merger. Concurrently, iRobot announced the resignation of its Chief Executive Officer and Chairman of the Board of Directors, as well as plans to cut approximately 31% of its workforce.
Later the same day, Reuters reported that FTC staff had notified Amazon the week before that it planned to block the Merger.
Following these disclosures, iRobot's stock price fell $1.49 per share, or 8.77%, to close at $15.50 per share on January 29, 2024.
If you are a long-term stockholder of iRobot, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker or Marion Passmore by email at investigations@bespc.com, by telephone at (212) 355-4648, or by filling out the form below. There is no cost or obligation to you.
iRobot designs, builds, and sells robots and home innovation products in the U.S., Europe, the Middle East, Africa, Japan, and internationally. The Company is primarily known for its robot vacuum cleaner ("RVC") products sold under the "Roomba" brand name.
In August 2022, iRobot and Amazon.com, Inc. ("Amazon"), which sells iRobot's RVCs on its online marketplace, announced their entry into a definitive merger agreement (the "Merger Agreement"), pursuant to which Amazon would "acquire iRobot for $61 per share in an all-cash transaction valued at approximately $1.7 billion, including iRobot's net debt" (the "Merger").
The Complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company's business, operations, and prospects. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) the Merger would place Amazon in a sufficiently dominant position in the market for RVCs that U.S. and European antitrust regulators were unlikely to approve the Merger; (ii) iRobot had conducted inadequate due diligence into the Merger and/or ignored significant risks weighing against the likelihood of regulatory approval; (iii) as a result of all the foregoing, iRobot overstated the likelihood for successfully completing the Merger; and (iv) as a result, the Company's public statements were materially false and misleading at all relevant times.
On June 22, 2023, news outlets reported that Europe's antitrust regulator, the European Commission ("EC"), was planning to launch a full-scale investigation into the Merger.
On this news, iRobot's stock price fell $4.12 per share, or 8.32%, to close at $45.41 per share on June 22, 2023.
On November 27, 2023, the EC announced that it "has informed Amazon of its preliminary view that its proposed acquisition of iRobot may restrict competition in the market for [RVCs]." In particular, the EC advised that, "[a]s a result of [its] in-depth investigation, the [EC] is concerned that Amazon may restrict competition in the European Economic Area (‘EEA')-wide and/or national markets for RVCs, by hampering rival RVC suppliers' ability to effectively compete" (emphasis in original).
On this news, iRobot's stock price fell $7.13 per share, or 17.19%, to close at $34.35 per share on November 27, 2023.
On January 10, 2024, news outlets reported that Amazon did not offer concessions to the EC to appease the regulator's concerns about the Merger. For example, POLITICO reported that day that "[t]he European Union's webpage on the deal shows that the companies didn't make an offer by the end of the day on Wednesday, its last chance to tackle European Union objections that Amazon could hamper rival vacuum cleaners' sales on Amazon's online marketplace."
On this news, iRobot's stock price fell $7.33 per share, or 19.77%, to close at $29.75 per share on January 10, 2024.
On January 18, 2024, the Wall Street Journal reported that "[t]he European Union's competition watchdog intends to block Amazon's $1.7 billion bid to purchase Roomba maker iRobot," citing "people familiar with the matter[.]"
On January 19, 2024, Bloomberg separately reported that the U.S. Federal Trade Commission ("FTC") was drafting a lawsuit to block the Merger.
Following these reports, iRobot's stock price fell $6.36 per share, or 26.93%, to close at $17.26 per share on January 19, 2024.
Then, on January 29, 2024, Amazon and iRobot announced their entry "into a mutual agreement" to terminate the previously announced Merger. Concurrently, iRobot announced the resignation of its Chief Executive Officer and Chairman of the Board of Directors, as well as plans to cut approximately 31% of its workforce.
Later the same day, Reuters reported that FTC staff had notified Amazon the week before that it planned to block the Merger.
Following these disclosures, iRobot's stock price fell $1.49 per share, or 8.77%, to close at $15.50 per share on January 29, 2024.
If you are a long-term stockholder of iRobot, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker or Marion Passmore by email at investigations@bespc.com, by telephone at (212) 355-4648, or by filling out the form below. There is no cost or obligation to you.
The individual or institution below (“Plaintiff”) has reviewed and agrees to the Bragar Eagel & Squire, P.C. (“BESPC”) retainer agreement and authorizes BESPC to prosecute an action on Plaintiff’s behalf under the federal securities laws or applicable state laws to recover damages on behalf of investors in iRobot Corporation. BESPC will prosecute the action on a full contingency basis and will forward all costs and expenses.
Case Updates
Retainer Agreement
This will confirm that you have retained Bragar Eagel & Squire, P.C. (“BESPC”) to represent you in connection with potential litigation against iRobot Corporation (the “Company”) and its directors and officers. BESPC has conducted an investigation and believes that there is a valid basis to assert claims against the Company and its directors and/or officers for breach of fiduciary duties and other applicable laws.
In making this agreement, BESPC is relying upon your representation that you held the Company’s shares during the period from 8/5/2022 to 1/26/2024 (the “Relevant Period”) and that you continue to hold Company shares. Please provide us with documentation of your trading history in the Company’s stock by emailing a relevant copies of your brokerage statements to investigations@bespc.com. If you have any questions or need assistance, please call us at (212) 308-5858.
The terms under which we will represent you and your responsibilities as a potential representative plaintiff are set forth below.
You will have an obligation to remain knowledgeable about the litigation and participate in decisions concerning the progress of the litigation. If BESPC is appointed as lead counsel or in a similar capacity in the action, we will provide you with copies of all pleadings in the litigation for your review and approval, circumstances permitting, before they are filed with the court. BESPC will also promptly advise you of any significant developments in the litigation.
As a representative plaintiff, you cannot have any interest antagonistic to or in conflict with other shareholders or the Company concerning the claims we are pursuing or any relationships with any of the named defendants that would in any way impair your ability or incentive to obtain the best possible result. You agree that neither you nor any of your affiliates or agents will trade stocks while in the possession of any material non-public information you may receive in connection with the litigation. In addition, as a representative plaintiff, you may be required to continue holding Company shares. Please contact us before buying or selling Company shares.
BESPC will prosecute this litigation on a contingency basis. You will not be responsible for paying any legal fees, costs, or out-of-pocket expenses arising out of or related to the prosecution of this litigation, regardless of the outcome of the matter. If there is a monetary recovery in this action, BESPC will, at the conclusion of the litigation or any segment thereof, apply to the court for approval of an award of attorneys’ fees and reimbursement of expenses. BESPC may also seek a fee if we obtain substantial non-monetary relief for the Class or the Company. The court will then award fees and disbursements (if any) from the proceeds of any judgment or settlement obtained in this litigation, based on factors considered relevant by the court. Such fees, costs, and disbursements will be paid from the entire settlement amount and not only from your share of the settlement amount.
BESPC may associate with other counsel to assist in the prosecution of this litigation. Any recovery of fees and costs will be shared with such counsel, determined on a percentage basis or based upon the time spent on the matter, as approved by the court if applicable. The division of work and or fees among co-counsel will not affect the amount of fees received upon a successful completion of the litigation. From time to time, BESPC may utilize contract attorneys to supplement the work of its own employed attorneys. BESPC will supervise the work of all contract attorneys and adopt their work product as its own. You authorize BESPC, as we deem appropriate, to associate with other counsel and to hire experts and consultants to assist in the handling of your claims.
It is possible that you will not be appointed as a lead plaintiff in the action. However, we may wish to represent you in other litigation related to the wrongful acts giving rise to this case. In such event, we will contact you to discuss the scope of such representation and obtain your approval before moving forward. You also agree that we may contact you with respect to other potential matters on your behalf.
BESPC will consult with you regarding any settlement negotiations and seek to obtain your approval for any proposed resolution of this litigation before entering into a final settlement agreement with defendants.
You expressly acknowledge that we have not made any representation to you, express or implied, concerning the outcome of any litigation or other matter in which we represent you.
If you are not chosen as a representative plaintiff and we do not choose to pursue other related litigation on your behalf, we will provide you with notification and this Agreement shall terminate. Otherwise, this Agreement shall remain in effect until the conclusion of the relevant litigation. However, you may terminate this Agreement at any time.
Upon termination, BESPC’s files and papers compiled in connection with its investigation and prosecution of this matter constitute the work product and property of BESPC over which it has complete control with respect to its use and/or disclosure.
This agreement sets forth the entire agreement between the parties and supersedes all other oral or written communications.
Please feel free to contact us at any time should you have any questions or comments in this regard.
In making this agreement, BESPC is relying upon your representation that you held the Company’s shares during the period from 8/5/2022 to 1/26/2024 (the “Relevant Period”) and that you continue to hold Company shares. Please provide us with documentation of your trading history in the Company’s stock by emailing a relevant copies of your brokerage statements to investigations@bespc.com. If you have any questions or need assistance, please call us at (212) 308-5858.
The terms under which we will represent you and your responsibilities as a potential representative plaintiff are set forth below.
Your Responsibilities as a Representative Plaintiff
As a representative plaintiff, you will have a duty to represent the interests of similarly situated shareholders and to participate in the prosecution of this litigation. You may also be asked to provide documents concerning your trading in Company stock and may be asked to sit for a deposition. Accordingly, you should preserve all documents that relate to this case until it has concluded or we inform you otherwise. Relevant documents include any information you have about the Company or your trading in Company stock, no matter how it is recorded or who is keeping it for you. If you have any questions about whether information should be retained, please contact us.You will have an obligation to remain knowledgeable about the litigation and participate in decisions concerning the progress of the litigation. If BESPC is appointed as lead counsel or in a similar capacity in the action, we will provide you with copies of all pleadings in the litigation for your review and approval, circumstances permitting, before they are filed with the court. BESPC will also promptly advise you of any significant developments in the litigation.
As a representative plaintiff, you cannot have any interest antagonistic to or in conflict with other shareholders or the Company concerning the claims we are pursuing or any relationships with any of the named defendants that would in any way impair your ability or incentive to obtain the best possible result. You agree that neither you nor any of your affiliates or agents will trade stocks while in the possession of any material non-public information you may receive in connection with the litigation. In addition, as a representative plaintiff, you may be required to continue holding Company shares. Please contact us before buying or selling Company shares.
Contingency Fee and Advancement of Expenses
BESPC will prosecute this litigation on a contingency basis. You will not be responsible for paying any legal fees, costs, or out-of-pocket expenses arising out of or related to the prosecution of this litigation, regardless of the outcome of the matter. If there is a monetary recovery in this action, BESPC will, at the conclusion of the litigation or any segment thereof, apply to the court for approval of an award of attorneys’ fees and reimbursement of expenses. BESPC may also seek a fee if we obtain substantial non-monetary relief for the Class or the Company. The court will then award fees and disbursements (if any) from the proceeds of any judgment or settlement obtained in this litigation, based on factors considered relevant by the court. Such fees, costs, and disbursements will be paid from the entire settlement amount and not only from your share of the settlement amount.
Association with Counsel
BESPC may associate with other counsel to assist in the prosecution of this litigation. Any recovery of fees and costs will be shared with such counsel, determined on a percentage basis or based upon the time spent on the matter, as approved by the court if applicable. The division of work and or fees among co-counsel will not affect the amount of fees received upon a successful completion of the litigation. From time to time, BESPC may utilize contract attorneys to supplement the work of its own employed attorneys. BESPC will supervise the work of all contract attorneys and adopt their work product as its own. You authorize BESPC, as we deem appropriate, to associate with other counsel and to hire experts and consultants to assist in the handling of your claims.
Other Actions
It is possible that you will not be appointed as a lead plaintiff in the action. However, we may wish to represent you in other litigation related to the wrongful acts giving rise to this case. In such event, we will contact you to discuss the scope of such representation and obtain your approval before moving forward. You also agree that we may contact you with respect to other potential matters on your behalf.No Special Treatment
You understand that in the event we secure a recovery, you will not receive any special treatment or receive a greater share of any recovery based on your service as a named plaintiff. However, we may ask the Court to approve an additional award to you to compensate you for the time and effort you expend on this matter. Any such award is solely within the discretion of the Court.
Settlement
BESPC will consult with you regarding any settlement negotiations and seek to obtain your approval for any proposed resolution of this litigation before entering into a final settlement agreement with defendants.
No Guarantee of Success
You expressly acknowledge that we have not made any representation to you, express or implied, concerning the outcome of any litigation or other matter in which we represent you.
Termination of This Agreement
If you are not chosen as a representative plaintiff and we do not choose to pursue other related litigation on your behalf, we will provide you with notification and this Agreement shall terminate. Otherwise, this Agreement shall remain in effect until the conclusion of the relevant litigation. However, you may terminate this Agreement at any time. Upon termination, BESPC’s files and papers compiled in connection with its investigation and prosecution of this matter constitute the work product and property of BESPC over which it has complete control with respect to its use and/or disclosure.
This agreement sets forth the entire agreement between the parties and supersedes all other oral or written communications.
Please feel free to contact us at any time should you have any questions or comments in this regard.