SAN DIEGO--(BUSINESS WIRE)--Shareholder Rights Law Firm Johnson & Weaver, LLP is investigating whether certain officers and directors of Ralcorp Holdings, Inc. (NYSE: RAH) breached their fiduciary duties to current shareholders in connection with their efforts to sell the company to ConAgra Foods Inc. (NYSE: CAG).
Under the terms of the transaction, Ralcorp shareholders will receive $90.00 for each share of Ralcorp stock they own. The transaction has a total approximate value of $6.8 billion, including the assumption of debt. Upon consummation of the transaction, six of Ralcorp’s most senior executives will receive change of control payouts totaling nearly $60 million.
Johnson & Weaver, LLP’s investigation focuses on whether Ralcorp’s board is undertaking a fair process to obtain maximum value and adequately compensate the company’s shareholders. While the acquisition offer price represents a 28% premium over Ralcorp’s November 26, 2012 closing stock price, the stock traded as high as $89.34 earlier this year, and leading market analysts have projected a rebound based on Ralcorp’s fiscal year 2012 profitability and 14% year-over-year increase in net sales.
Johnson & Weaver, LLP is also examining whether self-dealing played a part in the decision by Ralcorp to enter into the merger agreement with ConAgra. Serious questions exist whether Ralcorp’s board adequately shopped the Company through a competitive bidding process before agreeing to an acquisition that disproportionately benefits a handful of Ralcorp’s senior executives. Moreover, Johnson & Weaver, LLP is investigating whether the acquisition includes preclusive deal protection devices such as a “no-shop” clause or prohibitive termination fee that would all but ensure consummation of the deal.
Johnson & Weaver, LLP invites current Ralcorp shareholders who are concerned about their legal rights and remedies to contact attorney Shawn Fields at 619-230-0063 or firstname.lastname@example.org.
Johnson & Weaver, LLP is a nationally recognized shareholder rights law firm. The firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits. For more information about the firm and its attorneys, please visit http://www.johnsonandweaver.com.