Investigation Overview
An investigation on behalf of DLM investors concerning whether the offer to take over Del Monte Foods at $19 per share and sale process are unfair to Del Monte Foods Company (NYSE:DLM) investors and whether certain officers and directors at Del Monte Foods Co. breached their fiduciary duties was announced.
The investigation by a law firm concerns whether Del Monte Foods Company and certain of its officers and directors breached their fiduciary duties owed to Del Monte Foods Company (NYSE:DLM) investors in connection with the proposed takeover.
On Thursday, November 25, 2010, Del Monte Foods Company (NYSE: DLM) and an investor group led by funds affiliated with Kohlberg Kravis Roberts & Co. L.P., Vestar Capital Partners and Centerview Partners announced that they have signed an agreement under which the investor group plans to acquire Del Monte for $19.00 per share in cash.
The transaction is valued at approximately $5.3 billion, including the assumption of approximately $1.3 billion in net debt. Del Monte Foods Company said the price represents a premium of approximately 40 percent over Del Monte's average closing share price during the past three months prior to November 18, 2010, when market rumors of a transaction began, and is also higher than any price the Company's stock has ever achieved.
But shares of Del Monte Foods Company jumped already on Wednesday, Nov. 24, 2010 from an opening price of $17.17 to as high as $18.11.
Thus the investigation by a law firm concerns whether the sale process is unfair to the shareholders of Del Monte Foods Company (NYSE:DLM) and whether the offer undervalues Del Monte Foods Company.
Del Monte Foods 52week Total Revenue went from $2.8725billion to $3.7398billion over the past four filing periods. Its Net Income went over the same period from $112.60million to $244.3million.
Therefore the investigation concerns whether the Del Monte Foods Company Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Del Monte Foods Company (NYSE:DLM) and breached their fiduciary duties to Del Monte Foods (DLM) shareholder by failing to adequately shop the Company before entering into any transaction.