WK Kellogg Co (NYSE: KLG) disclosed it has received multiple demand letters and lawsuits from shareholders challenging its proxy statements related to the pending merger with Ferrero International S.A.
The company received two demand letters requesting book and record inspections and 13 additional demand letters alleging that proxy statements filed August 7 and August 19 misrepresent or omit material information. The complaints focus on financial projections, analyses by financial advisors, and potential conflicts of interest involving advisors, management and the board.
Four separate complaints have been filed in federal and state courts in Illinois, New York and Michigan. The lawsuits seek to block the merger unless additional information is disclosed, along with damages and legal fees. Several complaints specifically cite potential conflicts involving Goldman Sachs & Co LLC, which serves as a financial advisor to WK Kellogg.
WK Kellogg stated it believes the claims lack merit but cannot predict the outcome. The company said it will provide supplemental disclosures to address the allegations while denying that additional disclosure was required or material under applicable laws.
Under the merger agreement announced July 10, Ferrero will acquire WK Kellogg through a subsidiary merger structure. WK Kellogg shareholders are scheduled to vote on the transaction at a special meeting September 19.
The company indicated it may not disclose future similar demand letters or lawsuits unless they contain new or significantly different allegations from those already received.