Inventure Foods, Inc. is a marketer and manufacturer of specialty food brands in “better-for-you” and “indulgent categories” under a variety of company owned and licensed brand names, including Boulder Canyon Foods™, Jamba®, Seattle's Best Coffee®, Rader Farms®, TGI Fridays™, Nathan's Famous®, Vidalia Brands®, Poore Brothers®, Tato Skins®, Willamette Valley Fruit Company™, Fresh Frozen™, Bob's Texas Style® and Sin In A Tin™.
On October 26, 2017, the Company announced that it had entered into an agreement and plan of merger (the “Merger Agreement”) with Utz, by which Utz will acquire all of the outstanding shares of Inventure Foods common stock through an all cash tender offer at a purchase price of $4.00 per share (the “Tender Offer”).
The Tender Offer commenced on November 15, 2017, and the Company concurrently filed a 14D-9 on Schedule 14D-9 (the “14D-9”) with the SEC, recommending that the Company’s stockholders tender their shares for the Tender Offer price. The Tender Offer is set to expire on December 13, 2017.
The Complaint alleges that the 14D-9 is materially false and/or misleading because, inter alia, it fails to disclose certain material internal financial information about the Company, relied on by the Individual Defendants to recommend the Proposed Transaction and by the Company’s financial advisor, Rothschild Inc. (“Rothschild”), to
render an opinion that the Proposed Transaction is fair to Inventure Foods stockholders, which omissions render the 14D-9 incomplete and/or misleading. The Complaint further alleges that the 14D-9 omits material information regarding: (i) certain of the Company’s financial projections and generally accepted accounting principles (“GAAP”) reconciliation of those projections; and (ii) the valuation analyses performed by Rothschild in support of its fairness opinion.