According to the law firm press release, Keurig is a leading manufacturer and seller of beverage brewing systems for home and commercial use, as well as related consumables, including the "K-Cup" pod, which contains a single brew of coffee. In September 2015, Keurig entered the cold-beverage market with the launch of Keurig Kold.
On December 7, 2015, Keurig and JAB jointly announced that they had entered into an Agreement and Plan of Merger pursuant to which JAB will purchase Keurig for $92.00 per share in cash.
The complaint alleges that in connection with the Proposed Transaction, on December 24, 2015, and again on January 12, 2016, defendants filed a materially false and misleading preliminary proxy statement with the SEC on Schedule 14A (the "Proxy") in violation of Sections 14(a) and 20(a) of the 1934 Act. The Proxy, which recommends that Keurig shareholders vote in favor of the Proposed Transaction, fails to disclose material information regarding the negotiation and approval of the deal, which deprives the Company's shareholders of their right to cast an informed vote. For example, the Proxy fails to disclose the following material information, which renders statements made in the Proxy materially false and/or misleading: (a) the discussions and reasoning underlying the 50% probability weighting applied to Keurig Kold; (b) the details of discussions between senior management and JAB; (c) the information regarding Keurig's inherent value and prospects as a standalone company; (d) the discussions and reasoning underlying the Board's failure to seek out other bidders; (e) the information and discussions regarding conflicts of interest with respect to the Board's financial advisors, BofA Merrill Lynch and Credit Suisse; and (f) the material assumptions and metrics underlying the valuation analyses performed by BofA Merrill Lynch and Credit Suisse. Without this material information, the Company's shareholders cannot make an informed decision on how to vote their shares or whether to seek appraisal.
On March 29, 2016, the Court issued an Order appointing Lead Plaintiff and Counsel. Lead Plaintiff filed an amended complaint on April 27.