BOSTON, May 12, 2014 /PRNewswire/ -- Block & Leviton LLP (www.blockesq.com), a Boston-based law firm representing investors nationwide, is investigating possible breaches of fiduciary duty by the Board of Directors of Pinnacle Foods, Inc. ("Pinnacle" or the "Company") (NYSE: PF) concerning the proposed acquisition of the Company by The Hillshire Brands Company ("Hillshire"). The proposed transaction, expected to close in September 2014, has an enterprise value of $6.6 billion.
Under the terms of the proposed transaction, shareholders will receive $18 and one half of a share of Hillshire in exchange for each share of Pinnacle held. At Hillshire's closing price of Friday, May 9, 2014 (the last day of trading prior to the announcement of the merger), this reflects a minimal premium of approximately 18% to shareholders. Blackstone Group L.P., ("Blackstone") (NYSE: "BX") which controls approximately 51% of the Company's voting power, has already agreed to vote in favor of the deal. It is undetermined whether Pinnacle's Board employed sufficient protections, such as an independent committee or a majority-of-the-minority voting provision, to protect shareholders against Blackstone's majority control of the Company.
The acquisition follows a year of tremendous growth by Pinnacle, which in fiscal 2013 saw its earnings per share grow nearly 40%. The Company's stock has traded at its highest levels since being relisted on the NYSE, following its having been taken private by Blackstone in 2007.
Block & Leviton's investigation seeks to determine, among other things, whether Pinnacle's directors breached their fiduciary duties by failing to maximize shareholder value in the potential acquisition and the process by which the directors considered and approved the transaction. Block & Leviton is also investigating potential aiding and abetting of fiduciary breaches by Hillshire and Blackstone.
If you are a Pinnacle shareholder and have questions about your legal rights, or if you have information relevant to this investigation, please contact attorney Steven P. Harte, at (617) 398-5600 or email him at Steven@blockesq.com.
Block & Leviton is a Boston-based law firm representing investors nationwide for violations of securities laws. The firm's lawyers have collectively been prosecuting securities cases on behalf of investors for over 70 years. This notice may constitute attorney advertising.
BLOCK & LEVITON LLP
Steven P. Harte, Esq.
SOURCE Block & Leviton LLP