Ademi LLP is investigating McCormick (NYSE: MKC) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Unilever.
In the transaction, Unilever and its shareholders will receive McCormick shares equating to 65% of the combined company’s equity, equivalent to $29.1 billion based on McCormick’s recent stock price of $57.84. Unilever will also receive $15.7 billion in cash, subject to closing adjustments. Following the transaction’s completion, Unilever shareholders are expected to own 55.1% of the combined entity, McCormick shareholders will own 35%, and Unilever itself will retain a 9.9% stake.
The transaction agreement unreasonably limits competing transactions by imposing significant penalties if the parties accept competing bids. We are investigating the conduct of the McCormick board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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