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Consumer products manufacturer Alberto Culver Co. recently agreed to settle a shareholder lawsuit stemming from a proposed $3.7 billion takeover by Unilever NV.
Berman DeValerio served on the lawsuit's executive committee, representing the Oklahoma Firefighters Pension and Retirement System. Under the settlement agreement - still awaiting court approval - both companies will delay votes on the merger to enable consideration of other potential takeover offers. Institutional investors had argued that the proposed merger deal deterred competing bids that might have yielded better results for shareholders. Plaintiffs successfully obtained concessions, requiring Alberto Culver's board to eliminate the matching rights it had granted Unilever and, if presented with a superior bid, to share with any bidder the same confidential information provided to Unilever. Alberto Culver must also lower the break-up fee to back out of the deal, reducing it from $125 million to $100 million. Finally, Plaintiffs negotiated the disclosure of substantially more information about the proposed transaction and process, and also negotiated a postponement of the scheduled vote to allow shareholders more time to analyze the transaction and for potential bidders to consider making a superior bid. Alberto Culver, headquartered in Melrose Park, Illinois, owns a variety of popular beauty products, including the Nexxus, Noxzema, St. Ives and VO5 brands. Unilever manufactures Dove soaps, Pond's creams and Suave shampoos, among many other brands. The lawsuit was filed in Delaware Chancery Court on Oct. 7, 2010. In addition to the Oklahoma Firefighters, the shareholder group was also led by City of Riviera Beach, Laborers Local 235 and KBC Asset Management. |