The Ademi Firm is investigating TreeHouse Foods (NASDAQ: THS) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Investindustrial.
In the transaction, TreeHouse Foods shareholders will receive $22.50 per share in cash plus one contingent value right per share. The upfront cash portion equals an equity value of $1.2 billion. The contingent value rights will provide holders with 85% of net proceeds from ongoing litigation against Keurig Green Mountain related to antitrust claims in the single-serve coffee market.
TreeHouse Foods insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for TreeHouse Foods by imposing a significant penalty if TreeHouse Foods accepts a competing bid. We are investigating the conduct of the TreeHouse Foods board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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