According to the law firm press release, the complaint arises out of a March 6, 2014 press release issued by Safeway announcing that the individual defendants had agreed to sell the Company to Albertson's for $32.50 per Safeway share plus special dividends and/or CVRs related to the planned disposition of certain of the Company's "non-core assets," estimated to be worth $3.65 per share (the "Proposed Transaction"). In addition, Safeway intends to distribute the 37.8 million shares it owns in Blackhawk Network Holdings, Inc. to shareholders in mid-April 2014. The Blackhawk distribution has a current value of $3.95 per Company share. All together, the Proposed Transaction will result in a consideration for Safeway shareholders worth approximately $40 per share.
Several equity analysts had price targets for Safeway well above the proposed consideration of $40 per share prior to the announcement of the Proposed Transaction, and numerous others have been sharply critical of the deal since it was announced.
The complaint further alleges that, in an effort to secure shareholder approval for the Proposed Transaction, the individual defendants filed a materially false and misleading Proxy Statement with the Securities and Exchange Commission, thereby violating their duties of candor and full disclosure.
In July 8, 2014, the Court issued an Order staying this case pending the resolution of a proceeding before the Delaware Court of Chancery.
This case was voluntarily dismissed by plaintiff on October 24, 2014.