Newman Ferrara LLP is investigating potential claims against the board of directors of Schiff Nutrition International Inc. (“Schiff”) (NYSE: SHF) concerning the proposed acquisition of Schiff by German-based Bayer AG (“Bayer”).
On October 30, 2012, Schiff announced that it had entered into an agreement and plan of merger to be acquired by Bayer in an all cash deal valued at approximately $1.2 billion. Under the terms of the agreement, Schiff’s shareholders will receive $34.00 per share of Schiff stock owned. However, in 2012 alone, shares of Schiff common stock have increased in value by 64%. In addition, just one month before announcing the proposed deal, Schiff announced that the company’s net sales had increased 46% and Schiff was significantly raising its fiscal 2013 guidance.
As part of the proposed deal, Schiff’s Board of Directors has agreed not to solicit any other competing offers to acquire Schiff and Schiff’s Chief Executive Officer, president and director, Tarang Amin, will be given a $5 million lump-sum cash bonus if the deal is completed by December 31, 2012.
Newman Ferrara LLP’s investigation concerns whether Schiff’s Board of Directors has breached its fiduciary duties to act in the best interests of Schiff’s shareholders and to take all necessary steps to ensure that Schiff’s shareholders receive the maximum value readily available for their shares of Schiff common stock.
Concerned investors are encouraged to contact Newman Ferrara attorney Roy Shimon at (212) 619-5400 or
to discuss this investigation, their rights, or potential remedies.
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