ST. LOUIS — Stockholders have filed a class-action lawsuit against a food service company board of directors, citing alleged breach of contract and unjust enrichment.
Scott and Gina Rudy Living Trust dated March 18, 2011, on behalf of itself and all other similarly situated, filed a complaint June 7,in the U.S. District Court for the Eastern District of Missouri against Panera Bread Co., Ronald Shaich, William W. Moreton, et al. alleging that the defendants violated the Securities Exchange Act.
According to the complaint, the plaintiffs allege that on April 4, Panera entered into a definitive merger agreement with JAB Holdings B.V., Rye Parent Corp. and Rye Merger Sub Inc., which stated that stockholders will receive $315 per share cash. The plaintiffs claim that the proposed transaction filed at the Securities and Exchanged Commission contains incomplete and materially misleading information that will cause irreparable harm to the class.
The plaintiffs hold the defendants responsible because they allegedly failed to fully and fairly disclose certain material information about the background of the proposed transaction and failed to disclose material key inputs and assumptions underlying the analyses conducted by the company's financial adviser.
The plaintiffs request a trial by jury and seek to close the proposed transaction until the company discloses the material information from the proxy, award of costs of action, attorneys' and expert fees and such other and further relief as the court may deem just and proper. They are represented by James J. Rosemergy of Carey Danis and Lowe in St. Louis and Juan E. Monteverde of Monteverde and Associates PC in New York.
U.S. District Court for the Eastern District of Missouri case number 4:17-cv-01627-HEA