BMS

Practice Area: 
Stock Symbol: 
BMS
Case Status: 
Investigations

Ademi & O’Reilly, LLP is investigating the Board of Bemis Company, Inc. (NYSE: BMS) for possible breaches of fiduciary duty and other violations of the law in connection with the sale of BMS to AMC.

Ademi & O’Reilly, LLP alleges BMS’s long-term financial outlook is improving and yet BMS shareholders will receive the equivalent of only $57.75 for each share of BMS common stock.  AMC is well aware of BMS’s improving financial metrics and is purchasing BMS at a substantial discount.  The merger agreement unreasonably limits competing bids for BMS by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should BMS receive and accept a superior bid. BMS insiders, their affiliates and other major shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of BMS. Our investigation centers on the conduct of BMS’s Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for BMS given its current financial condition and prospects.