According to the Complaint, Snyder’s-Lance manufactures, markets, and distributes snack foods. The Company offers sandwich crackers, cookies, restaurant crackers and bread basket items, candy, chips, meat snacks, nuts, and cake items.
On December 18, 2017, Snyder’s-Lance and Campbell issued a joint press release announcing that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Snyder’s-Lance, Campbell, and Twist Merger Sub, Inc., a wholly-owned subsidiary of Campbell (“Merger Sub”). Pursuant to the Merger Agreement, Campbell will acquire Snyder’s-Lance through the merger of Merger Sub with and into Snyder’s-Lance, with Snyder’s-Lance surviving the merger and becoming a wholly owned subsidiary of Campbell.
Pursuant to the terms of the Merger Agreement, Snyder’s-Lance stockholders will receive $50.00 per share in cash in exchange for each share of Snyder’s-Lance common stock that they own (the “Merger Consideration”).
The Complaint alleges that on January 17, 2018, in order to convince Snyder’s-Lance’s stockholders to vote in favor of the Proposed Transaction, Defendants authorized the filing of a materially incomplete and misleading Preliminary Proxy Statement on a Schedule 14A (the “Proxy”) with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act.