Dr Pepper Snapple Group, Inc. ("DPS") is a leading producer of flavored beverages in North America and the Caribbean. DPS manufactures, bottles, and distributes Dr Pepper, 7UP, Mott's, Snapple, Canada Dry, and other famous brands as well as new innovations.
On January 29, 2018, DPS issued a press release announcing that it had entered into a merger agreement (the “Merger Agreement”) by and among the Company and Keurig Green Mountain, Inc. ("Keurig") which is an affiliate of JAB Holding Company (“JAB”). Pursuant to the Merger Agreement, Keurig and DPS will merge to create Keurig Dr Pepper ("KDP").
The Complaint alleges that on March 8, 2018, in order to induce DPS 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. In particular, the Complaint alleges that the Proxy contains materially incomplete and misleading information
concerning: (i) the valuation analyses conducted by the Company’s financial advisor, Credit Suisse Securities (USA) LLC (“Credit Suisse”); and (ii) the background process leading up to the Proposed Transaction.