Robbins Geller Rudman & Dowd LLP Files Class Action Suit against H.J. Heinz Company
March 15 2013 - 6:58PM
Business Wire
Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) today
announced that a class action has been commenced in the United
States District Court for the Western District of Pennsylvania on
behalf of holders of H.J. Heinz Company (“Heinz”) (NYSE:HNZ) common
stock on February 14, 2013, in connection with the proposed
acquisition of Heinz by Berkshire Hathaway, Inc. (“Berkshire”) and
3G Capital Management, LLC (“3G Capital”) (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
djr@rgrdlaw.com. 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 the Heinz Board of Directors (the
“Board”), Berkshire and 3G Capital with violations of the
Securities Exchange Act of 1934 (“1934 Act”) and breaches of
fiduciary duty and/or the aiding and abetting of such breaches in
connection with the Proposed Acquisition. Heinz is the most global
of all U.S.-based food companies, providing nutritious and
convenient foods for families in 200 countries around the
world.
On February 14, 2013, Heinz, Berkshire and 3G Capital announced
that they had entered into a definitive merger agreement under
which Heinz would be acquired by Berkshire and 3G Capital for
$72.50 per share. The complaint alleges that the Proposed
Acquisition is the result of an unfair sales process designed to
ensure that only Berkshire and 3G Capital have the opportunity to
acquire Heinz in breach of the fiduciary duties owed to Heinz by
the Board. The complaint also alleges that the Board, Berkshire and
3G Capital violated §§14(a) and 20(a) of the 1934 Act by issuing a
false Proxy Statement in connection with the Proposed Acquisition
on March 4, 2013. The Proxy Statement contains a number of false
and misleading statements that are material to shareholders who are
expected to rely upon the Proxy Statement to determine whether to
approve the Proposed Acquisition. These include facts relating to:
(a) the strategic alternatives available to the Company;
(b) the financial projections relied on by the Board’s
financial advisors in their valuation analyses; (c) the inputs
and data underlying the financial analyses of the Board’s financial
advisors; and (d) the potential conflicts of interest
burdening Heinz’s financial advisors.
Plaintiff seeks injunctive and equitable relief derivatively on
behalf of Heinz and on behalf of holders of Heinz common stock on
February 14, 2013 (the “Class”). The plaintiff is represented by
Robbins Geller, which has expertise in prosecuting investor class
actions and extensive experience in actions involving financial
fraud.
Robbins Geller represents U.S. and international institutional
investors in contingency-based securities and corporate litigation.
With nearly 200 lawyers in nine offices, the firm represents
hundreds of public and multi-employer pension funds with combined
assets under management in excess of $2 trillion. The firm has
obtained many of the largest recoveries in history and has been
ranked number one in the number of shareholder class action
recoveries in MSCI’s Top SCAS 50 every year since 2003. According
to Cornerstone Research, the firm’s recoveries have averaged 35%
above the median for all firms over the past seven years
(2005-2011). Please visit http://www.rgrdlaw.com for more
information.
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