Newell Brands Inc acquisition of Jarden Corporation Settlement
Newell Brands Inc (NWL) agreed to pay up to $102.5 million to settle a securities class action lawsuit to avoid further litigation.
The complaint alleged that Newell and several of its current and former officers and directors issued a materially untrue and misleading registration statement and joint proxy prospectus in connection with Newell’s acquisition of Jarden Corporation.
The acquisition closed on April 15, 2016, with shareholders receiving cash and Newell shares issued pursuant to the Offering Documents in exchange for their Jarden shares.
The complaint specifically alleged that the Offering Documents contained two categories of alleged misstatements and omissions:
that Newell’s core sales growth was stalling and, at the time of the acquisition, was dependent on so‑called “period end buys” that offered customers additional incentives outside their normal terms;
Newell had talent gaps and functional deficiencies, which posed a risk to Newell’s ability to successfully integrate Jarden.