Company Website:
http://www.johnsonandweaver.com
SAN DIEGO -- (Business Wire)
Shareholder Rights Law Firm Johnson & Weaver, LLP is investigating
whether certain officers and directors of Ralcorp Holdings, Inc. (NYSE:
RAH) breached their fiduciary duties to current shareholders in
connection with their efforts to sell the company to ConAgra Foods Inc.
(NYSE: CAG).
Under the terms of the transaction, Ralcorp shareholders will receive
$90.00 for each share of Ralcorp stock they own. The transaction has a
total approximate value of $6.8 billion, including the assumption of
debt. Upon consummation of the transaction, six of Ralcorp’s most senior
executives will receive change of control payouts totaling nearly $60
million.
Johnson & Weaver, LLP’s investigation focuses on whether Ralcorp’s board
is undertaking a fair process to obtain maximum value and adequately
compensate the company’s shareholders. While the acquisition offer price
represents a 28% premium over Ralcorp’s November 26, 2012 closing stock
price, the stock traded as high as $89.34 earlier this year, and leading
market analysts have projected a rebound based on Ralcorp’s fiscal year
2012 profitability and 14% year-over-year increase in net sales.
Johnson & Weaver, LLP is also examining whether self-dealing played a
part in the decision by Ralcorp to enter into the merger agreement with
ConAgra. Serious questions exist whether Ralcorp’s board adequately
shopped the Company through a competitive bidding process before
agreeing to an acquisition that disproportionately benefits a handful of
Ralcorp’s senior executives. Moreover, Johnson & Weaver, LLP is
investigating whether the acquisition includes preclusive deal
protection devices such as a “no-shop” clause or prohibitive termination
fee that would all but ensure consummation of the deal.
Johnson & Weaver, LLP invites current Ralcorp shareholders who are
concerned about their legal rights and remedies to contact attorney
Shawn Fields at 619-230-0063 or shawnf@johnsonandweaver.com.
Johnson & Weaver, LLP is a nationally recognized shareholder rights law
firm. The firm represents individual and institutional investors in
shareholder derivative and securities class action lawsuits. For more
information about the firm and its attorneys, please visit http://www.johnsonandweaver.com.
Contacts:
Johnson & Weaver, LLP
Shawn Fields, 619-230-0063
shawnf@johnsonandweaver.com
Source: Johnson & Weaver, LLP
© 2024 Canjex Publishing Ltd. All rights reserved.