NEW YORK, Aug. 09, 2018 (GLOBE NEWSWIRE) -- Gainey McKenna & Egleston announces that a class action lawsuit has been filed against Pinnacle Foods Inc. (“Pinnacle” or the “Company”) (NYSE: PF) and its board of directors (the “Board”), on behalf of a class consisting of all public stockholders of Pinnacle who have been harmed by Pinnacle in connection with alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”).  The class action stems from the proposed sale of Pinnacle to Conagra Brands, Inc. (CAG) (“the Proposed Transaction”).

The Complaint alleges that on June 27, 2018, the Company’s Board of Directors (the “Board” or the “Individual Defendants”) caused the Company to enter into an Agreement and Plan of Merger (the “Merger Agreement”) with Merger Sub. Under the terms of the Proposed Transaction, Pinnacle shareholders will receive $43.11 per share in cash and 0.6494 shares of Conagra common stock for each share of Pinnacle held (the “Merger Consideration”). The implied offer price per share of the Merger Consideration is $68.00 per Pinnacle share. Upon completion of the Merger, Merger Sub will merge with and into Pinnacle, with Pinnacle surviving the merger as a wholly owned subsidiary of Conagra.

The Complaint also alleges that on July 25, 2018, Defendants filed a preliminary proxy statement on Form S-4 (the “Proxy”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. As described herein, the Proxy omits certain material information with respect to the Proposed Transaction, which renders it false and misleading, in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. 140.14a-9 (“Rule 14a-9”) promulgated thereunder.

If you wish to discuss your rights or interests regarding this class action, please contact Thomas J. McKenna, Esq. or Gregory M. Egleston, Esq. of Gainey McKenna & Egleston at (212) 983-1300, or via e-mail at or

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