SAN DIEGO, Feb. 24, 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 Southern District of Florida on behalf of stockholders of Jarden
Corporation ("Jarden") (NYSE:JAH) on December 14, 2015, in connection with the
proposed acquisition of Jarden by Newell Rubbermaid Inc.
("Newell") and its affiliates NCPF
Acquisition Corp. I ("Merger Sub 1") and NCPF Acquisition Corp. II
("Merger Sub 2") (the "Proposed Acquisition").
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 Jarden's Board of Directors (the "Board"),
Newell, Merger Sub 1 and Merger
Sub 2 with violations of the Securities Exchange Act of 1934 ("1934
Act"). Jarden is a global consumer products company that
offers a portfolio of over 120 brands sold through a variety of
distribution channels, including club, department store, drug,
grocery, mass merchant, sporting goods, and specialty retailers, as
well as directly to consumers.
On December 14, 2015, Newell and Jarden announced that the Board had
agreed to enter into an Agreement and Plan of Merger pursuant to
which: (i) Merger Sub 1 will be merged with and into Jarden, with
Jarden surviving as a wholly-owned subsidiary of Newell; and (ii) immediately thereafter,
Jarden will be merged with and into Merger Sub 2, with Merger Sub 2
continuing as a wholly-owned subsidiary of Newell (the "Combined Company") following the
close of the transaction. On the day the Proposed Acquisition
was announced, the consideration to be received by Jarden
stockholders had a nominal value of $60.03 per share, consisting of $21 in cash and a fixed exchange ratio of 0.862
shares of Newell common stock.
On January 13, 2016, defendants
filed a Registration Statement on Form S-4 with the SEC. On
February 17, 2016, defendants filed
Amendment No. 1 to that Registration Statement (hereafter, the
"Proxy"). The complaint alleges that in contravention of
§§14(a) and 20(a) of the 1934 Act, the Proxy, which recommends that
Jarden stockholders vote in favor of the Proposed Acquisition,
omits and/or misrepresents material information concerning: (i) the
Company's flawed and self-serving sales process; (ii) the free cash
flow projections provided by Jarden's management and relied on by
Barclays Capital Inc. ("Barclays") and Centerview Partners LLC in
performing their discounted cash flow valuation analyses; (iii)
Barclays' and UBS Securities LLC's conflicts of interest; (iv)
Jarden's contributions to the Combined Company; and (v) the Board's
consideration of Jarden's standalone value. The
misrepresented and/or omitted information is material to
shareholders' decision on whether to vote in favor of the Proposed
Acquisition.
Plaintiff seeks damages and injunctive and equitable relief on
behalf of holders of Jarden stock on December 14, 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
