SAN DIEGO, Jan. 27, 2016 /PRNewswire/ -- Robbins Geller Rudman & Dowd LLP ("Robbins Geller") today announced that a class action has been commenced in the United States District Court for the District of Vermont on behalf of shareholders of Keurig Green Mountain, Inc. ("Keurig") (NASDAQ:GMCR) on December 7, 2015, in connection with the proposed acquisition of Keurig by JAB Holdings B.V. (the "Proposed Transaction").
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiff's counsel, Darren Robbins of Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at djr@rgrdlaw.com. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.
The complaint charges Keurig, its Board of Directors (the "Board"), JAB Holdings B.V. ("JAB") and certain of JAB's affiliates with violations of the Securities Exchange Act of 1934 ("1934 Act"). Keurig is a leading manufacturer and seller of beverage brewing systems for home and commercial use, as well as related consumables, including the "K-Cup" pod, which contains a single brew of coffee. In September 2015, Keurig entered the cold-beverage market with the launch of Keurig Kold.
On December 7, 2015, Keurig and JAB jointly announced that they had entered into an Agreement and Plan of Merger pursuant to which JAB will purchase Keurig for $92.00 per share in cash.
The complaint alleges that in connection with the Proposed Transaction, on December 24, 2015, and again on January 12, 2016, defendants filed a materially false and misleading preliminary proxy statement with the SEC on Schedule 14A (the "Proxy") in violation of Sections 14(a) and 20(a) of the 1934 Act. The Proxy, which recommends that Keurig shareholders vote in favor of the Proposed Transaction, fails to disclose material information regarding the negotiation and approval of the deal, which deprives the Company's shareholders of their right to cast an informed vote. For example, the Proxy fails to disclose the following material information, which renders statements made in the Proxy materially false and/or misleading: (a) the discussions and reasoning underlying the 50% probability weighting applied to Keurig Kold; (b) the details of discussions between senior management and JAB; (c) the information regarding Keurig's inherent value and prospects as a standalone company; (d) the discussions and reasoning underlying the Board's failure to seek out other bidders; (e) the information and discussions regarding conflicts of interest with respect to the Board's financial advisors, BofA Merrill Lynch and Credit Suisse; and (f) the material assumptions and metrics underlying the valuation analyses performed by BofA Merrill Lynch and Credit Suisse. Without this material information, the Company's shareholders cannot make an informed decision on how to vote their shares or whether to seek appraisal.
Plaintiff seeks damages and injunctive and equitable relief on behalf of holders of Keurig stock on December 7, 2015. The plaintiff is represented by Robbins Geller, which has extensive experience in prosecuting investor class actions including actions involving financial fraud.
Robbins Geller, with 200 lawyers in ten offices, represents U.S. and international institutional investors in contingency-based securities and corporate litigation. The firm has obtained many of the largest securities class action recoveries in history and was ranked first in both the amount and number of shareholder class action recoveries in ISS's SCAS Top 50 report for 2014.
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SOURCE Robbins Geller Rudman & Dowd LLP