Investigation Overview
December 18, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Jarden Corp (NYSE:JAH), was announced concerning whether the takeover of Jarden Corp by Newell Rubbermaid for a value of approximately $60 per share is unfair to NYSE:JAH stockholders.
The investigation by a law firm concerns whether certain officers and directors of Jarden Corp breached their fiduciary duties owed to NYSE:JAH investors in connection with the proposed acquisition.
On December 14, 2015, Newell Rubbermaid (NYSE: NWL) and Jarden Corp (NYSE:JAH) announced that they have entered into an agreement to combine the two companies. Under the terms of the agreement, Jarden shareholders will receive, for each Jarden share, $21 in cash and 0.862 shares of Newell Rubbermaid stock at closing. Based on Newell Rubbermaids closing share price as of December 11, 2015, the implied total consideration would be $60 per share, which represents a 24 percent premium to Jardens 30-day volume weighted average share price as of December 11, 2015.
However, given that at least one analyst has set the high targe price for NYSE:JAH shares at $65.00 per share, the investigation concerns whether the offer is unfair to NYSE:JAH stockholders. More specifically, the investigation concerns whether the Jarden 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.
Jarden Corp reported that its annual Total Revenue rose from over $7.35 billion in 2013 to over $8.28 billion in 2014 and that its Net Income increased from $203.90 million to $242.50 million.