Robbins Arroyo LLP: Acquisition of Diamond Foods, Inc. (DMND) by Snyder's-Lance, Inc. (LNCE) May Not Be in Shareholders' Best...
October 28 2015 - 4:16PM
Business Wire
Shareholder rights attorneys at Robbins Arroyo LLP are
investigating the proposed acquisition of Diamond Foods, Inc.
(NASDAQ: DMND) by Snyder's-Lance, Inc. (NASDAQ: LNCE). On October
28, 2015, the two companies announced the signing of a definitive
merger agreement pursuant to which Snyder's-Lance will acquire
Diamond Foods. Under the terms of the agreement, Diamond Foods
shareholders will receive $12.50 in cash and 0.775 shares of
Snyder's-Lance for each share of Diamond Foods they own, the value
of which is equivalent to $40.46 per share of Diamond Foods.
View this information on the law firm's Shareholder Rights Blog:
www.robbinsarroyo.com/shareholders-rights-blog/diamond-foods-inc-oct-2015
Is the Proposed Acquisition Best for Diamond Foods and Its
Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board
of directors at Diamond Foods is undertaking a fair process to
obtain maximum value and adequately compensate its
shareholders.
As an initial matter, the $40.46 merger consideration represents
a premium of only 30.3% based on Diamond Foods' average one-week
closing price prior to rumors of the deal surfacing in the media on
September 23, 2015. This premium is significantly below the average
one-week premium of nearly 41.7% for comparable transactions within
the past five years.
On September 29, 2015, Diamond Foods reported strong earnings
results for its fourth quarter 2015. Non-GAAP net income for the
quarter was $7.2 million, an increase of 21.1% from the previous
quarter. Adjusted EBITDA was $29.3 million, an increase of 22.4%
from the previous quarter. Additionally, Diamond Foods has beat
consensus analyst estimates for adjusted EPS and adjusted net
income in every quarter for the past five quarters. In commenting
on these results, Diamond Foods President and Chief Executive
Officer Brian J. Driscoll remarked, "We are encouraged by our
fourth quarter earnings performance, which was fueled by strong
gross margin improvement. We are also pleased with the continued
growth of Kettle in North America, Pop Secret market share gains,
and the early signs of success in the Emerald transition to stand
up bags. … Looking ahead, we continue to believe we have a solid
foundation for future growth across our portfolio."
In light of these facts, Robbins Arroyo LLP is examining Diamond
Foods's board of directors' decision to sell the company now rather
than allow shareholders to continue to participate in the company's
continued success and future growth prospects.
Diamond Foods shareholders have the option to file a class
action lawsuit to ensure the board of directors obtains the best
possible price for shareholders and the disclosure of material
information. Diamond Foods shareholders interested in information
about their rights and potential remedies can contact attorney
Darnell R. Donahue at (800) 350-6003, ddonahue@robbinsarroyo.com,
or via the shareholder information form on the firm's website.
Robbins Arroyo LLP is a nationally recognized leader in
securities litigation and shareholder rights law. The law firm
represents individual and institutional investors in shareholder
derivative and securities class action lawsuits, and has helped its
clients realize more than $1 billion of value for themselves and
the companies in which they have invested.
Attorney Advertising. Past results do not guarantee a similar
outcome.
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version on businesswire.com: http://www.businesswire.com/news/home/20151028006718/en/
Robbins Arroyo LLPDarnell R. Donahue(619) 525-3990 or Toll Free
(800) 350-6003ddonahue@robbinsarroyo.comwww.robbinsarroyo.com
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