According to the complaint filed September 03, 2010, on August 13, Lance and Snyder’s filed a joint proxy statement/prospectus with the SEC on Form S-4 (the “Proxy Statement”) describing the terms of the Merger. In the Proxy Statement, the board of directors of Lance urged its shareholders to vote to approve the Merger. Upon completion of the Merger, Lance will become the parent of Snyder’s; Lance’s name will be changed to Snyder’s-Lance, Inc.; Snyder’s shareholders will receive 108.25 shares of Lance common stock; and Lance shareholders of record will receive a one-time “special dividend” of $3.75 per share.
In pursuing the unlawful plan to induce Lance shareholders to approve the Merger via an unfair and uninformed process, each of the Defendants violated applicable law by directly breaching and/or aiding the other Defendants’ breaches of their fiduciary duties of loyalty, due care, diligence, good faith and fair dealing, independence and candor.
On December 6, 2010, the plaintiff filed a notice voluntarily dismissing the action with prejudice. The case is now closed.