WILMINGTON, Del., May 12, 2014 (GLOBE NEWSWIRE) -- Andrews & Springer LLC, a boutique securities class action law firm focused on representing shareholders nationwide, is investigating potential breach of fiduciary duty claims against the Board of Directors of Pinnacle Foods, Inc. ("Pinnacle" or the "Company") relating to the sale of the Company to the Hillshire Brands Company ("Hillshire"). On May 12, 2014, the two companies announced the signing of a definitive merger agreement pursuant to which Hillshire will acquire Pinnacle in a merger valued at roughly $6.6 billion. As a result of the merger, Pinnacle shareholders are only anticipated to receive 0.50 shares of Hillshire and $18.00 per share in exchange for each share of Pinnacle they own.
Our Firm's investigation so far has revealed that the process leading up to the announcement of the merger appears to have some questionable conflicts of interest, thus making the process and consideration unfair. As disclosed by the Company, affiliates of Blackstone, Pinnacle's largest shareholder who collectively owns 51% of the common stock of Pinnacle, has agreed to vote in favor of the merger, questioning whether the interests of minority investors are truly being protected. Even more concerning is that Blackstone was the financial advisor to Pinnacle, thus making Blackstone substantially conflicted in the deal.
The consideration that Pinnacle shareholders are expected to receive is inadequate. Analysts at Yahoo! Finance have set a $35.00 per share price target for Pinnacle, which is only a 4% premium to the total combined consideration of $36.47 (based on Pinnacle's May 9 closing price) that Pinnacle shareholders are expected to receive. The merger is expected to close by September 2014.
Andrews & Springer is investigating whether Pinnacle directors are breaching their fiduciary duties by failing to adequately shop the company and maximize shareholder value. Andrews & Springer is also investigating the fairness of the sales process conducted by Blackstone.
If you own shares of Pinnacle and want to receive additional information and protect your investments free of charge, please visit us at http://www.andrewsspringer.com/cases-investigations/pinnacle or contact Craig J. Springer, Esq. at firstname.lastname@example.org, or call toll free at 1-800-423-6013. You may also follow us on LinkedIn – www.linkedin.com/company/andrews-&-springer-llc, Twitter – www.twitter.com/AndrewsSpringer or Facebook - www.facebook.com/AndrewsSpringer for future updates.
Andrews & Springer is a boutique securities class action law firm representing shareholders nationwide who are victims of securities fraud, breaches of fiduciary duty or corporate misconduct. Having formerly defended some of the largest financial institutions in the world, our founding members use their valuable knowledge, experience, and superior skill for the sole purpose of achieving positive results for investors. These traits are the hallmarks of our innovative approach to each case our Firm decides to prosecute. For more information please visit our website at www.andrewsspringer.com. This notice may constitute Attorney Advertising.
Source:Andrews & Springer LLC