According to the law firm press release, Jarden is a global consumer products company that offers a portfolio of over 120 brands sold through a variety of distribution channels, including club, department store, drug, grocery, mass merchant, sporting goods, and specialty retailers, as well as directly to consumers.
On December 14, 2015, Newell and Jarden announced that the Board had agreed to enter into an Agreement and Plan of Merger pursuant to which: (i) Merger Sub 1 will be merged with and into Jarden, with Jarden surviving as a wholly-owned subsidiary of Newell; and (ii) immediately thereafter, Jarden will be merged with and into Merger Sub 2, with Merger Sub 2 continuing as a wholly-owned subsidiary of Newell (the "Combined Company") following the close of the transaction. On the day the Proposed Acquisition was announced, the consideration to be received by Jarden stockholders had a nominal value of $60.03 per share, consisting of $21 in cash and a fixed exchange ratio of 0.862 shares of Newell common stock.
On January 13, 2016, defendants filed a Registration Statement on Form S-4 with the SEC. On February 17, 2016, defendants filed Amendment No. 1 to that Registration Statement (hereafter, the "Proxy"). The complaint alleges that in contravention of §§14(a) and 20(a) of the 1934 Act, the Proxy, which recommends that Jarden stockholders vote in favor of the Proposed Acquisition, omits and/or misrepresents material information concerning: (i) the Company's flawed and self-serving sales process; (ii) the free cash flow projections provided by Jarden's management and relied on by Barclays Capital Inc. ("Barclays") and Centerview Partners LLC in performing their discounted cash flow valuation analyses; (iii) Barclays' and UBS Securities LLC's conflicts of interest; (iv) Jarden's contributions to the Combined Company; and (v) the Board's consideration of Jarden's standalone value. The misrepresented and/or omitted information is material to shareholders' decision on whether to vote in favor of the Proposed Acquisition.
This case was voluntarily dismissed on November 28, 2016.