NEW YORK, Oct. 30, 2015 /PRNewswire/ -- The proposed acquisition of Diamond Foods Inc. ("DMND" or the "Company") by Snyder's-Lance Inc. ("Snyder's-Lance") is being investigated by WeissLaw LLP for possible breaches of fiduciary duty and other violations of law by the Board of Directors of DMND. On October 28, 2015, the Company announced it had reached a definitive agreement for Snyder's-Lance to acquire DMND in a transaction valued at approximately $1.91 billion, inclusive of debt. Under the terms of the agreement, shareholders of DMND will receive $12.50 in cash and 0.775 of a Snyder's-Lance share for each DMND share they own; representing a total consideration of $40.46 per share.
WeissLaw is investigating whether DMND's Board acted to maximize shareholder value prior to entering into the agreement. Notably, the offer price represents a mere 13% premium over DMND's October 27 trading price of $35.77, which is substantially lower than the recommended 20%-30% range. Additionally, one analyst noted that DMND "reported significant earnings per share improvement in the recent quarter . . . [and] has demonstrated a pattern of positive  growth over the past two years." The Company reported non-GAAP diluted earnings per share of $1.10 in fiscal 2015, representing an increase of 71.9% year-over-year. Finally, upon closing, the Company's shareholders will own a mere 26% of the newly combined company.
Given these facts, WeissLaw is investigating the Board of Directors' decision to sell DMND and whether DMND shareholders will obtain their fair proportionate share of the Company's continued success and future growth prospects. If you own DMND shares and would like more information about your rights or our investigation, please contact Joshua Rubin either by telephone at (888) 593-4771 or by email at [email protected].
WeissLaw LLP has litigated hundreds of stockholder class and derivative actions for violations of corporate and fiduciary duties. We have recovered over a billion dollars for defrauded clients and obtained important corporate governance relief in many of these cases. If you have information or would like legal advice concerning possible corporate wrongdoing (including insider trading, waste of corporate assets, accounting fraud, or materially misleading information), consumer fraud (including false advertising, defective products, or other deceptive business practices), or anti-trust violations, please email us at [email protected] or fill out the form on our website, http://www.weisslawllp.com/contact/report_fraud/.
SOURCE WeissLaw LLP