Faruqi & Faruqi, LLP Announces Filing of a Class Action Lawsuit Against Krispy Kreme Doughnuts, Inc.
Notice is hereby given that Faruqi & Faruqi, LLP has filed a class action lawsuit in the United States District Court for the Middle District of North Carolina, case no. 1:16-cv-00612, on behalf of shareholders of Krispy Kreme Doughnuts, Inc. (“Krispy Kreme” or the “Company”) (NYSE:KKD) who held Krispy Kreme securities on the record date, June 24, 2016, and have been harmed by Krispy Kreme’s and its board of directors’ (the “Board”) alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) in connection with the proposed sale of the Company to the private Dutch company JAB Holdings B.V. (“JAB”) through its Delaware company Cotton Parent, Inc.
On May 8, 2016, Krispy Kreme and JAB jointly announced that they had reached a definitive Agreement and Plan of Merger (“Merger Agreement”) under which Krispy Kreme will merge with and into Cotton Merger Sub, Inc,, with Krispy Kreme surviving as a wholly-owned subsidiary of Cotton Parent, Inc. (the “Proposed Transaction”). The shareholder vote on the Proposed Transaction is expected to occur on July 27, 2016.
Pursuant to the terms of the Merger Agreement, which was unanimously approved by the Board, Krispy Kreme shareholders will receive $21.00 in cash per share for each share of Krispy Kreme they own. The complaint claims that the offer is inadequate and does not reflect the Company’s positive financial results in recent quarters as well as it below at least one analyst’s price target of $23.00 per share.
The complaint alleges that the Schedule 14A Proxy Statement (the “14A”) filed with the Securities and Exchange Commission (“SEC”) provides materially incomplete and misleading information about the Company and the Proposed Transaction, in violation of Sections 14(a) and 20(a) of the Exchange Act. The 14A fails to provide Krispy Kreme’s shareholders with material information concerning the financial and procedural fairness of the Proposed Transaction.
Furthermore, according to the complaint, the Merger Agreement includes a non-solicitation provision, an unlimited matching rights provision, and a $42 million termination fee which essentially ensure that a superior bidder will not emerge, as any potential suitor will undoubtedly be deterred from expending the time, cost, and effort of making a superior proposal while knowing that JAB can easily foreclose a competing bid.
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. 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. If you wish to discuss this action, or have any questions concerning this notice or your rights or interests, please fill out the form or contact the attorneys below.
Please tell us about yourself by completing the form below and we will provide you with additional
information at no cost to you on how to join the Class Action.
* The submission of this form does not create an attorney-client relationship.
James M. Wilson, Jr.
Faruqi & Faruqi, LLP
685 Third Avenue 26th Floor
New York, NY 10017
Tel: (212) 983-9330
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