Investigation Overview
November 2, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Diamond Foods, Inc. (NASDAQ:DMND), was announced concerning whether the takeover of Diamond Foods, Inc. by Snyder's-Lance, Inc for a value of approximately $40.46 per share is unfair to NASDAQ:DMND stockholders.
The investigation by a law firm concerns whether certain officers and directors of Diamond Foods, Inc. breached their fiduciary duties owed to NASDAQ:DMND investors in connection with the proposed acquisition.
On October 28, 2015 Snyder's-Lance, Inc. (NASDAQ: LNCE) and Diamond Foods, Inc. (NASDAQ:DMND) announced that they have entered into a n agreement under which Snyder's-Lance will acquire all outstanding shares of Diamond Foods, Inc. (NASDAQ:DMND) in a cash and stock merger transaction for approximately $1.91 billion, including the assumption of approximately $640 million of indebtedness. Under the terms of the agreement, Diamond Foods stockholders will receive 0.775 Snyders-Lance shares and $12.50 in cash per Diamond Foods share upon closing of the transaction. Based on a closing price of $36.08 of NASDAQ:LNCE shares on October 27, 2015, shareholders of Diamond Foods, Inc. (NASDAQ:DMND) will receive a value of approximately $40.46 per NASDAQ:DMND share.
However, given that Oaktree Capital (NYSE:OAK), Diamonds largest stockholder, has already agreed to vote in favor of the transaction, the investigation concerns whether the offer is unfair to NASDAQ:DMND stockholders. More specifically, the investigation concerns whether the Diamond Foods 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.
Diamond Foods, Inc. reported that its Total Revenue declined slightly from $865.21 million for the 12 months period that ended on July 31, 2014 to $864.16 million for the 12 months period that ended on July 31, 2015 and that its Net Loss of $164.70 million for the 12 months period that ended on July 31, 2014 turned into a Net Income of $33.03 million for the 12 months period that ended on July 31, 2015.