We are investigating the Board of Directors of Roundy’s for possible breaches of fiduciary duty and other violations of state law in connection with the sale of Roundy’s to Kroger.
Roundy’s long-term financial outlook is improving and yet Roundy’s shareholders will receive only $3.60 in cash for their shares. Kroger is well aware of Roundy’s improving financial metrics and is purchasing Roundy’s at a substantial discount. The merger agreement unreasonably limits prospective bids for Roundy’s by imposing a termination penalty should Roundy’s receive and accept a superior bid. Roundy’s insiders, their affiliates and other majority shareholders own significant voting stock of Roundy’s, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of Roundy’s, which is not in the best interests of non-insider shareholders. Our investigation centers on the conduct of Roundy’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 Roundy’s given its current financial condition and prospects.