Jarden Investor Wants Newell Rubbermaid Deal
Appraised
By Chelsea
Naso
Law360, Wilmington (August 15,
2016, 6:27 PM ET) -- Two
Jarden Corp. investors petitioned the Delaware Chancery Court on
Friday to review the $13.2 billion cash-and-stock acquisition of the
consumer goods maker by
Newell Rubbermaid Inc., according to court documents.
Verition Partners Master Fund Ltd., which held 16,756 Jarden shares, and
Verition Multi-Strategy Master Fund Ltd., which held 971,562 Jarden
shares, asked the Chancery Court to determine whether or not the $60 per
share cash-and-stock deal undervalued the consumer goods maker, according
to the petition.
The deal, which was announced in December, laid the groundwork for the
creation of a $16 billion consumer goods company that will be known as
Newell Brands, according to a statement.
The combined company, which will own products that span the food and
beverage, baby, commercial and kitchenware and appliances markets and
unites brands like Rubbermaid and Mr. Coffee, was billed as an opportunity
to “substantially scale” Newell Rubbermaid’s global presence, according to
a statement at the time.
Under the terms of the deal, each Jarden share was swapped for $21 in cash
and 0.862 of a share of Newell Rubbermaid stock, leaving Newell Rubbermaid
investors with a 55 percent stake in the combined company, according to
court documents. Jarden’s shares were delisted in April.
At a value of $60 per share when the offer was announced, the offer marked
a 24 percent premium to the company’s weighted average price in the 30
days before news of the transaction broke, according to a statement from
the time.
The Verition funds said they did not vote in favor of the deal, held onto
their shares throughout the sales process and notified Jarden of their
plan to seek an appraisal — all requirements for requesting an appraisal,
according to the petition.
A representative for Jarden declined to comment.
The request for an appraisal of the Jarden deal comes after the Delaware
Chancery Court’s May
ruling that valued
Dell stock at nearly $4 above the transaction price in its roughly $25
billion take-private deal.
That ruling has been billed as a
game-changer for future appraisal cases, as Vice
Chancellor J. Travis Laster ruled that the fair value of Dell’s stock at
the time its take-private deal led by founder and CEO Michael Dell closed
in 2013 was actually $17.62 — 28 percent higher than the $13.75
transaction price.
The Verition funds are being advised by Stuart M. Grant, Cynthia A.
Calder, Kimberly A. Evans and Jeremy S. Cole of
Grant & Eisenhofer P.A.
Counsel information for Jarden was not immediately known.
The case is Verition Partners et al. v. Jarden, case number 12650, in the
Court of Chancery of the State of Delaware.
--Additional reporting by Matt Chiappardi. Editing by Rebecca Flanagan
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