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Andrews & Springer LLC, a boutique securities class action law firm focused on representing shareholders nationwide, is investigating potential breach of fiduciary duty claims against the Board of Directors of Hillshire Brands Company (“Hillshire” or the “Company”) (NYSE: HSH) relating to the sale of the Company to Tyson Foods, Inc. (NYSE: TSN) (“Tyson Foods”). On July 2, 2014, the two companies announced the signing of a definitive merger agreement pursuant to which Tyson Foods will acquire Hillshire in a merger via a tender offer valued at roughly $8.55 billion. As a result of the merger, Hillshire shareholders are only anticipated to receive $63 per share in cash in exchange for each share of Hillshire.
Andrews & Springer’s investigation focuses on the process leading up to the announcement of the merger including whether Hillshire’s board of directors breached their fiduciary duty by failing to adequately shop the Company and maximize shareholder value. On June 16, 2014, Hillshire announced that it was withdrawing its acquisition of Pinnacle Foods, Inc. However, on July 2, 2014, less than a month later, Hillshire announced it was merging with Tyson Foods. Andrews & Springer is also investigating the fairness of the sales process conducted by the Company’s financial advisors Goldman Sachs and Centerview Partners.