Quotient Technology ($QUOT) Investor Settlement

Quotient Technology Inc. has reached a $48 million settlement to resolve stockholder claims that its former CEO breached his fiduciary duties by steering the company's 2023 sale to Charlesbank Capital Partners in a conflicted process that shortchanged stockholders on price.

Outline

Plaintiffs alleged that Quotient's former CEO, Matthew Krepsik, breached his fiduciary duties in connection with the company's $4.00-per-share, ~$430 million sale to an affiliate of Charlesbank Capital Partners, because he stood to lead the post-merger company and because Quotient's financial advisor, Houlihan Lokey, allegedly tilted the sale process in Charlesbank's favor, disfavored other potential bidders, and gave the board incomplete or misleading information — resulting in stockholders receiving less than fair value for their shares. The case has now reached a settlement.

Timeline

• September 5, 2023: The merger closed; Quotient stockholders' shares converted into the right to receive $4.00 per share in cash.

• February 7, 2024: Plaintiffs filed a Verified Stockholder Class Action Complaint alleging breach of fiduciary duty against Matthew Krepsik.

Background

Quotient Technology Inc. (formerly Coupons.com), a Delaware corporation headquartered in Salt Lake City, Utah, operated a digital media and promotions technology platform and traded on the New York Stock Exchange under the ticker QUOT. On June 20, 2023, Quotient entered a definitive merger agreement under which CB Neptune Holdings, LLC — an affiliate of Charlesbank Capital Partners — agreed to acquire all outstanding Quotient common stock it did not already own for $4.00 per share in cash, an aggregate equity value of roughly $430 million. The merger closed on September 5, 2023.

Plaintiffs, a group of former Quotient stockholders, allege that Matthew Krepsik, Quotient's then-CEO and a company director, breached his fiduciary duties in connection with the sale process. According to the complaint, Krepsik had a conflict of interest because Neptune had allegedly indicated he would lead the post-merger company, giving him a personal incentive to see the deal completed on Neptune's terms rather than to maximize the price for stockholders.

Plaintiffs further allege that Houlihan Lokey, Quotient's financial advisor, and Charlesbank shared a conflict of interest because Houlihan Lokey allegedly tilted the sale process in Charlesbank's favor by discouraging other potential bidders and providing the Quotient board with incomplete or misleading information, resulting in a board-approved price below the fair value of the company and below what stockholders could have obtained from Neptune or an alternative bidder.

Defendants have denied and continue to deny all allegations of wrongdoing, breach of duty, or improper conduct, and maintain that they acted in good faith and consistent with their legal and equitable duties. The parties reached $48 million settlement.

What Can Investors Expect Now?

Quotient Technology Inc. has reached a $48 million settlement to resolve stockholder claims that its former CEO breached his fiduciary duties by steering the company's 2023 sale to Charlesbank Capital Partners in a conflicted process that shortchanged stockholders on price.

Eligible Settlement Class Members do not need to submit a claim form — payment will be made directly and automatically on a pro rata basis. If you were a record or beneficial holder of Quotient common stock converted into the right to receive $4.00 per share at the September 5, 2023 merger closing, you can check if you are eligible and get more details in the FAQ section once the settlement is approved.