We reported on some of these issues from Audible’s filing earlier this year, and now one of the shareholders of Audible (NSDQ: ADBL) has come out in the open about its opposition of the deal, though it only owns about 1.4 percent of the shares: Red Oak Partners has issued an open letter detailing why it opposes the $11.50 per share acquisition deal offered by Amazon.com (NSDQ: AMZN). Among the chief grievances is that the price is “unfair”. Another is that Audible’s banker Allen & Co built out the wrong comparable model when evaluating the asking price: that the comparisons to the sale of ticket resellers (Stubhub.com) or online comparison shopping sites (Shopping.com) are not relevant in this case as Audible does not have a direct competitor in the market.

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Then the role of Allen & Co: “We question Allen & Company’s $2.62 million fee. According to the 14D9, “over the past several years, Audible and Amazon have from time to time engaged in discussions concerning Amazon’s potential acquisition of, investment in or commercial relationship with Audible.” Thus, discussions between the two companies “pre-existed” Audible retaining Allen & Company as its financial advisor. Permitting fees to be paid for relationships which pre-existed a service provider is not in the best interests of shareholders and we believe is inappropriate.”

More details in the release.