MILWAUKEE, Dec. 18, 2017 /PRNewswire/ -- Ademi & O'Reilly, LLP is investigating the Board of Directors of Snyder's-Lance, Inc. (Nasdaq : LNCE ) for possible breaches of fiduciary duty and other violations of California law in connection with the sale of LNCE to Campbell.
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Ademi & O'Reilly, LLP alleges LNCE's long-term financial outlook is improving and yet LNCE shareholders will receive $50 for each LNCE share. Campbell is well aware of LNCE's improving financial metrics and is purchasing LNCE at a substantial discount. The merger agreement unreasonably limits competing bids for LNCE by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should LNCE receive and accept a superior bid. LNCE insiders, their affiliates and other major shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of LNCE. Our investigation centers on the conduct of LNCE's Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for LNCE given its current financial condition and prospects.
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