An investigation on behalf of investors, who currently hold shares of Pinnacle Foods Inc. (NYSE: PF), was announced concerning whether the takeover of Pinnacle Foods Inc. by Conagra Brands, Inc is unfair to NYSE: PF stockholders.

The investigation by a law firm concerns whether certain officers and directors of Pinnacle Foods Inc. breached their fiduciary duties owed to NYSE: PF investors in connection with the proposed acquisition.

Parsippany, NJ based Pinnacle Foods Inc. manufactures, markets, and distributes branded convenience food products in North America. On June 27, 2018, Conagra Brands, Inc. (NYSE: CAG) and Pinnacle Foods Inc. (NYSE: PF) announced that their boards of directors have approved an agreement under which Conagra Brands will acquire all outstanding shares of Pinnacle Foods in a cash and stock transaction valued at approximately $10.9 billion, including Pinnacle Foods' outstanding net debt. Under the terms of the transaction, Pinnacle Foods shareholders will receive $43.11 per share in cash and 0.6494 shares of Conagra Brands common stock for each share of Pinnacle Foods held. The implied price of $68.00 per Pinnacle Foods share is based on the volume-weighted average price of Conagra Brands' stock for the five days ended June 21, 2018.

However, given that at least one analyst has set the high target price for NYSE: PF shares at $72.00 per share, the investigation concerns whether the offer is unfair to NYSE: PF stockholders. More specifically, the investigation concerns whether the Pinnacle 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.