Investigation Overview
November 24, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Boulder Brands Inc (NASDAQ:BDBD), was announced concerning whether the takeover of Boulder Brands Inc. by Pinnacle Foods Inc for $11.00 per share is unfair to NASDAQ:BDBD stockholders.
The investigation by a law firm concerns whether certain officers and directors of Boulder Brands Inc breached their fiduciary duties owed to NASDAQ:BDBD investors in connection with the proposed acquisition.
On November 24, 2015 Pinnacle Foods Inc. and Boulder Brands Inc (NASDAQ:BDBD) announced that they have entered into an agreement for the acquisition of Boulder Brands by Pinnacle Foods. Under the terms of the agreement, Pinnacle Foods intends to launch a tender offer to acquire all of the outstanding shares of Boulder Brands Inc (NASDAQ:BDBD) for $11.00 per share, in a transaction valued at approximately $975 million, including approximately $265 million of net debt.
However, given that at least one analyst has set the high target price for NASDAQ:BDBD shares at $13.00 per share and that NASDAQ:BDBD shares traded as high as $17.49 per share in April 2014, the investigation concerns whether the offer is unfair to NASDAQ:BDBD stockholders. More specifically, the investigation concerns whether the Boulder Brands Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Boulder Brands Inc reported that its annual Total Revenue increased from $274.34 million in 2011 to $516.63 million in 2014.