Lawsuit Overview
June 9, 2017 (Shareholders Foundation) - An investor, who currently holds shares of Panera Bread Co (NASDAQ:PNRA), filed a lawsuit against the proposed acquisition of Panera Bread Co for $315.00 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:PNRA stockholders by agreeing to sell Panera Bread Co too cheaply via an unfair process.
On April 5, 2017 Panera Bread Co (NASDAQ:PNRA) and JAB announced that the companies have entered into a merger agreement under which JAB will acquire Panera Bread Co for $315 per share in cash, in a transaction valued at approximately $7.5 billion, including the assumption of approximately $340 million of net debt.
However, the plaintiff claims that the proposed consideration NASDAQ:PNRA shareholders will receive is grossly inadequate and undervalues Panera Bread Co. Panera Bread Co reported that its Total Revenue rose from over $2.68 billion for the 52 weeks period that ended on December 29, 2015 to over $2.79 billion for the 52 weeks period that ended on December 27, 2016.
In addition, the plaintiff claims that the process is also unfair NASDAQ:LMIA stockholders. Indeed, Chairman of the Board, Chief Executive Officer Mr. Shaich has already entered into a voting agreement whereby he and entities affiliated with him have agreed to vote shares representing approximately 15.5% of the Company’s voting power in favor of the transaction.