SAN DIEGO, Feb. 24, 2016 /PRNewswire/ -- Robbins Geller Rudman & Dowd LLP ("Robbins Geller") today announced that a class action has been commenced in the United States District Court for the Southern District of Florida on behalf of stockholders of Jarden Corporation ("Jarden") (NYSE: JAH) on December 14, 2015, in connection with the proposed acquisition of Jarden by Newell Rubbermaid Inc. ("Newell") and its affiliates NCPF Acquisition Corp. I ("Merger Sub 1") and NCPF Acquisition Corp. II ("Merger Sub 2") (the "Proposed Acquisition").
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiff's counsel, Darren Robbins of Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at firstname.lastname@example.org. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.
The complaint charges Jarden's Board of Directors (the "Board"), Newell, Merger Sub 1 and Merger Sub 2 with violations of the Securities Exchange Act of 1934 ("1934 Act"). Jarden is a global consumer products company that offers a portfolio of over 120 brands sold through a variety of distribution channels, including club, department store, drug, grocery, mass merchant, sporting goods, and specialty retailers, as well as directly to consumers.
On December 14, 2015, Newell and Jarden announced that the Board had agreed to enter into an Agreement and Plan of Merger pursuant to which: (i) Merger Sub 1 will be merged with and into Jarden, with Jarden surviving as a wholly-owned subsidiary of Newell; and (ii) immediately thereafter, Jarden will be merged with and into Merger Sub 2, with Merger Sub 2 continuing as a wholly-owned subsidiary of Newell (the "Combined Company") following the close of the transaction. On the day the Proposed Acquisition was announced, the consideration to be received by Jarden stockholders had a nominal value of $60.03 per share, consisting of $21 in cash and a fixed exchange ratio of 0.862 shares of Newell common stock.
On January 13, 2016, defendants filed a Registration Statement on Form S-4 with the SEC. On February 17, 2016, defendants filed Amendment No. 1 to that Registration Statement (hereafter, the "Proxy"). The complaint alleges that in contravention of §§14(a) and 20(a) of the 1934 Act, the Proxy, which recommends that Jarden stockholders vote in favor of the Proposed Acquisition, omits and/or misrepresents material information concerning: (i) the Company's flawed and self-serving sales process; (ii) the free cash flow projections provided by Jarden's management and relied on by Barclays Capital Inc. ("Barclays") and Centerview Partners LLC in performing their discounted cash flow valuation analyses; (iii) Barclays' and UBS Securities LLC's conflicts of interest; (iv) Jarden's contributions to the Combined Company; and (v) the Board's consideration of Jarden's standalone value. The misrepresented and/or omitted information is material to shareholders' decision on whether to vote in favor of the Proposed Acquisition.
Plaintiff seeks damages and injunctive and equitable relief on behalf of holders of Jarden stock on December 14, 2015. The plaintiff is represented by Robbins Geller, which has extensive experience in prosecuting investor class actions including actions involving financial fraud.
Robbins Geller, with 200 lawyers in ten offices, represents U.S. and international institutional investors in contingency-based securities and corporate litigation. The firm has obtained many of the largest securities class action recoveries in history and was ranked first in both the amount and number of shareholder class action recoveries in ISS's SCAS Top 50 report for 2014.
SOURCE Robbins Geller Rudman & Dowd LLP