Roadblock for Redfin shareholder vote on Rocket merger removed

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A Redfin shareholder vote planned for today, June 4, will proceed as planned, according to legal documentation published by a Washington federal court Tuesday. The vote is one of the final steps for closing Rocket Companies' $1.75 billion acquisition of the real estate brokerage.

In early May, plaintiff Jason Morano, a Redfin shareholder, sued the company, its CEO Glenn Kelman, and Rocket Companies in an effort to postpone the shareholder vote, arguing that the brokerage omitted key details for investors — specifically, the relationship between Goldman Sachs, Redfin's financial adviser on the merger, and Rocket.

However, a Washington-based judge ruled that the shareholder vote will not be postponed, as both Rocket and Redfin released follow-up information that addressed what the suit claimed was missing: full disclosure of a discounted cash flow analysis for Redfin shareholders and the mega-lender's relationship with Goldman Sachs.

U.S. District Judge John Chun wrote that, aside from the recent disclosures, there is ample publicly available information outlining Rocket's relationship with Goldman Sachs. In his decision denying a preliminary injunction, Chun noted that Rocket and Goldman Sachs were involved in a revolving credit facility with a total commitment of $1.15 billion when Goldman Sachs prepared the fairness opinion in Redfin's original Securities and Exchange Commission filing.

"Redfin shareholders can use this information to evaluate the magnitude of any potential conflict between Goldman Sachs and Redfin, and Redfin shareholders can decide for themselves whether this potential conflict influenced the credibility of the fairness opinion," wrote the judge June 3.

Judge Chun also noted that Morano in a previous filing agreed that this information was easily accessible to the public and that some of his claims are likely to fail because he does not "identify a material omission."

Morano's original complaint filed May 9 alleges that Redfin filed a "materially deficient" filing with the SEC because it does not explicitly outline the fact that Redfin's financial advisor Goldman Sachs is also affiliated with Rocket Companies.

Rocket and Redfin in turn called Morano's claims "meritless" and a common tactic used to "tax merger transactions" in separate filings dated May 16.They both swatted away the Redfin stockholder's assertions that there needed to be more thorough disclosures regarding Goldman Sachs's relationship with Rocket. Rocket also argued the lawsuit is designed to force a settlement.

When and if the merger is approved, it will be one of the most notable transactions of 2025. The deal is expected to drive additional traffic to Rocket's offerings and bolster its purchase originations. 

Redfin did not immediately respond to a request confirming when the shareholder vote would take place.


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