According to the Complaint, Jamba, Inc. ("Jamba" or the "Company") is a global healthy lifestyle brand that inspires and simplifies healthful living through freshly blended whole fruit and vegetable smoothies, bowls, juices, cold-pressed shots, boosts, snacks, and meal replacements. Jamba’s blends are made with premium ingredients free of artificial flavors and preservatives, and the Company operates more than 800 Jamba Juice® locations worldwide.
On August 2, 2018, the Company announced that it had entered into a definitive agreement (the “Merger Agreement”), by which Focus Brands Inc. would commence a tender offer (the “Tender Offer”) to acquire all of the outstanding shares of Jamba common stock for $13.00 per share in cash (the “Merger Consideration”), in a transaction valued at approximately $200 million (the “Proposed Transaction”).
In connection with the commencement of the Tender Offer, on August 15, 2018, the Company filed a Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”) with the SEC. The Complaint alleges that the Recommendation Statement is materially deficient and misleading because it omits to disclose material information concerning: (i) the sales process leading up to the Proposed Transaction; (ii) Jamba’s financial projections; (iii) the valuation analyses performed by North Point; and (iv) conflicts of interest involving North Point.
This case was voluntarily dismissed as moot on September 14, 2018.