According to the Complaint, on February 10, 2017, Mead Johnson issued a press release announcing that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to sell Mead Johnson to Reckitt Benckiser. Under the terms of the Merger Agreement, Reckitt Benckiser will acquire all outstanding shares of Mead Johnson for $90.00 in cash (the “Merger Consideration”). The Proposed Transaction is valued at approximately $17.9 billion.
The Complaint alleges on March 13, 2017, Mead Johnson filed a Preliminary Proxy Statement on Schedule 14A (the “Proxy”) with the SEC in connection with the Proposed Transaction. The Proxy, which recommends that Mead Johnson stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Mead Johnson management’s projections, including the projections utilized by the Company’s financial advisors, Goldman, Sachs & Co. (“Goldman Sachs”) and Morgan Stanley & Co. LLC
(“Morgan Stanley”), in their financial analyses; (ii) the valuation analyses prepared by Goldman Sachs and Morgan Stanley in connection with the rendering of their fairness opinions; and (iii) material information concerning the background of the process leading up to the Proposed Transaction.
This action was voluntarily dismissed on June 13, 2017.