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Vitacost merger takeover lawsuit, Inc. (VITC) has entered into a definitive agreement to be acquired by Kroger.  It is an all cash takeover and each VITC shareholder will receive $8 per share.  The total value of the transaction is $280 million. shareholders shareholders are entitled to answers to important questions regarding the proposed merger

  • Does the merger agreement contain unfair termination provisions?  Under certain circumstances, Vitacost must pay a near $10 million termination fee if the deal does not go through.  Does this termination fee provision make it economically impossible for a competing suitor to make a stronger offer?
  • Does the merger agreement place perhaps an undue burden on the board of directors relating to subsequent offers from third parties. 
  • The press release announcing the transaction cites a support agreement in which it is stated that almost 27% of VITC outstanding stockholders have already agreed to support the merger.  Yet the support agreement filed with the SEC does not list those shareholders and could well be only a draft form agreement.  Are VITC shareholders entitled to know who in fact signed the support agreement?
  • Vitacost CEO’s signed an amended employment agreement as part of the transaction.  That modified employment agreement was not provided to the SEC and to shareholders?  Fair?
  • Did board of directors obtain a fairness opinion from an independent investment bank?
  • What did the independent fairness show?
  • Did the board of directors engage other potential suitors? merger or takeover shareholder lawsuit investigation

State security laws provide shareholders a no cost means to question a proposed sale of a publicly traded company.  This review process is deemed a shareholder class action and affords at times shareholders an avenue to investigate fully the proposed transaction.  At minimum, this process often obtains answers to the above questions.  If you own the common stock of and if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please fill out the contact form on this web page.