According to the Complaint, this action is brought as a class action by Plaintiff on behalf of himself and the other public holders of the common stock of Bob Evans Farms, Inc. (“Bob Evans” or the “Company”) against the Company and the members of the Company’s board of directors (collectively, the “Board” or “Individual Defendants,” and, together with Bob Evans, the “Defendants”) for their violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §§ 78n(a), 78t(a), SEC Rule 14a-9, 17 C.F.R. 240.14a-9, and Regulation G, 17 C.F.R. § 244.100 in connection with the proposed merger (the “Proposed Merger”) between Bob Evans and Post Holdings, Inc. (“Post”).
On September 18, 2017, the Board caused the Company to enter into an agreement and plan of merger (“Merger Agreement”), pursuant to which the Company’s shareholders stand to receive $77.00 in cash for each share of Bob Evans stock they own (the “Merger Consideration”), representing $1.5 billion in equity value.
The Complaint alleges that on October 24, 2017, in order to convince Bob Evans shareholders to vote in favor of the Proposed Merger, the Board authorized the filing of a materially incomplete and misleading Preliminary Proxy Statement on a Schedule 14A (the “Proxy”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act.
The Complaint further alleges that in particular, the Proxy contains materially incomplete and misleading information concerning: (i) management’s financial projections for the Company that were relied upon by the Board in recommending the Company’s shareholders vote in favor of the Proposed Merger (ii) financial projections utilized by the Company’s financial advisors, J.P. Morgan Securities LLC (“J.P. Morgan”); and (iii) the timing and nature of negotiations regarding post-closing employment arrangements between the Company’s executives and Post.