Investigation Overview
An investigation on behalf of investors, who currently hold shares of Primo Water Corporation (NASDAQ: PRMW), was announced concerning whether the takeover of Primo Water Corporation is unfair to NASDAQ: PRMW stockholders.
The investigation by a law firm concerns whether certain officers and directors of Primo Water Corporation breached their fiduciary duties owed to NASDAQ: PRMW investors in connection with the proposed acquisition.
Winston-Salem, NC based Primo Water Corporation, together with its subsidiaries, provides multi-gallon purified bottled water, self-service refill water, and water dispensers in the United States and Canada.
On January 13, 2020, Cott Corporation (NYSE:COT; TSX:BCB) announced that it has entered into an agreement pursuant to which Cott will acquire Primo Water Corporation (Nasdaq:PRMW) ('Primo') for $14.00 per share payable in cash and stock (or a combination thereof) at the election of Primo's stockholders, subject to the terms of the merger agreement.
However, given that NASDAQ: PRMW shares traded in 2018 as high as $20.65 per share and closed on January 31, 2020, at $15.07 per share, the investigation concerns whether the offer is unfair to NASDAQ: PRMW stockholders.
In addition, given that certain Primo directors and officers who are beneficial owners of 10.4% of Primo equity have entered into support agreements with Cott pursuant to which they already have agreed to tender their common stock in the exchange offer and elect to receive the stock consideration in respect of their common stock, the investigation concerns whether the Primo Water 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.