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Michael Rubin, Et Al. V. Mead Johnson Nutrition Company, Et Al. 17-CV

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Michael Rubin, Et Al. V. Mead Johnson Nutrition Company, Et Al. 17-CV Case 1:17-cv-00325-LPS Document 1 Filed 03/27/17 Page 1 of 33 PageID #: 1 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE MICHAEL RUBIN, On Behalf of Himself ) and All Others Similarly Situated, ) ) Plaintiff, ) Case No. ____________ ) ) JURY TRIAL DEMANDED v. ) CLASS ACTION ) MEAD JOHNSON NUTRITION ) COMPANY, PETER KASPER JAKOBSEN, ) JAMES M. CORNELIUS, STEVEN M. ) ALTSCHULER, HOWARD B. BERNICK, ) KIMBERLY A. CASIANO, ANNA C. ) CATALANO, CELESTE A. CLARK, ) STEPHEN W. GOLSBY, MICHAEL ) GROBSTEIN, PETER G. RATCLIFFE, ) MICHAEL A. SHERMAN, ELLIOTT ) SIGAL, and ROBERT S. SINGER, ) Defendants. ) COMPLAINT FOR VIOLATION OF THE FEDERAL SECURITIES LAWS Plaintiff Michael Rubin (“Plaintiff”), by and through his undersigned counsel, for his complaint against defendants, alleges upon personal knowledge with respect to himself, and upon information and belief based upon, inter alia, the investigation of counsel as to all other allegations herein, as follows: NATURE OF THE ACTION 1. This is a class action brought on behalf of the public stockholders of Mead Johnson Nutrition Company (“Mead Johnson” or the “Company”) against Mead Johnson and its Board of Directors (the “Board” or the “Individual Defendants”) for their violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15.U.S.C. §§ Case 1:17-cv-00325-LPS Document 1 Filed 03/27/17 Page 2 of 33 PageID #: 2 78n(a), 78t(a), and U.S. Securities and Exchange Commission (“SEC”) Rule 14a-9, 17 C.F.R. 240.14a-9, and to enjoin the vote on a proposed transaction, pursuant to which Mead Johnson will be acquired by Reckitt Benckiser Group plc (“Reckitt Benckiser”), through its wholly- owned subsidiary Marigold Merger Sub, Inc. (“Merger Sub”) (the “Proposed Transaction”). 2. On February 10, 2017, Mead Johnson issued a press release announcing that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to sell Mead Johnson to Reckitt Benckiser. Under the terms of the Merger Agreement, Reckitt Benckiser will acquire all outstanding shares of Mead Johnson for $90.00 in cash (the “Merger Consideration”). The Proposed Transaction is valued at approximately $17.9 billion. 3. On March 13, 2017, Mead Johnson filed a Preliminary Proxy Statement on Schedule 14A (the “Proxy”) with the SEC in connection with the Proposed Transaction. The Proxy, which recommends that Mead Johnson stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Mead Johnson management’s projections, including the projections utilized by the Company’s financial advisors, Goldman, Sachs & Co. (“Goldman Sachs”) and Morgan Stanley & Co. LLC (“Morgan Stanley”), in their financial analyses; (ii) the valuation analyses prepared by Goldman Sachs and Morgan Stanley in connection with the rendering of their fairness opinions; and (iii) material information concerning the background of the process leading up to the Proposed Transaction. The failure to adequately disclose such material information constitutes a violation of Sections 14(a) and 20(a) of the Exchange Act as Mead Johnson stockholders need such information in order to cast a fully-informed vote in connection with the Proposed Transaction. 4. In short, the Proposed Transaction is designed to divest Mead Johnson’s public stockholders of the Company’s valuable assets without fully disclosing all material information 2 Case 1:17-cv-00325-LPS Document 1 Filed 03/27/17 Page 3 of 33 PageID #: 3 concerning the Proposed Transaction to Company stockholders. To remedy defendants’ Exchange Act violations, Plaintiff seeks to enjoin the stockholder vote unless and until such Exchange Act violations are cured. JURISDICTION AND VENUE 5. This Court has jurisdiction over the claims asserted herein for violations of Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder pursuant to Section 27 of the Exchange Act, 15 U.S.C. § 78aa, and 28 U.S.C. § 1331 (federal question jurisdiction). 6. This Court has jurisdiction over the defendants because each defendant is either a corporation that conducts business in and maintains operations within this District, or is an individual with sufficient minimum contacts with this District so as to make the exercise of jurisdiction by this Court permissible under traditional notions of fair play and substantial justice. 7. Venue is proper under 28 U.S.C. § 1391 as well as under Section 27 of the Exchange Act, 15 U.S.C. § 78aa, because a substantial portion of the actionable conduct took place in this District. PARTIES 8. Plaintiff is, and has been at all times relevant hereto, a continuous stockholder of Mead Johnson. 9. Defendant Mead Johnson is a Delaware corporation with its principal executive offices located at 225 North Canal Street, 25th Floor, Chicago, Illinois 60606. The Company is a global leader in nutrition for infants and children. Mead Johnson’s common stock is traded on the New York Stock Exchange under the ticker symbol “MJN.” 10. Defendant Peter Kasper Jakobsen (“Jakobsen”) has been Chief Executive Officer 3 Case 1:17-cv-00325-LPS Document 1 Filed 03/27/17 Page 4 of 33 PageID #: 4 (“CEO”) since 2013 and President and a director of the Company since 2012. 11. Defendant James M. Cornelius (“Cornelius”) has been Chairman of the Board since 2009. 12. Defendant Steven M. Altschuler (“Altschuler”) has been a director of the Company since 2009. 13. Defendant Howard B. Bernick (“Bernick”) has been a director of the Company since 2009. 14. Defendant Kimberly A. Casiano (“Casiano”) has been a director of the Company since 2010. 15. Defendant Anna C. Catalano (“Catalano”) has been a director of the Company since 2010. 16. Defendant Celeste A. Clark (“Clark”) has been a director of the Company since 2011. 17. Defendant Stephen W. Golsby (“Golsby”) has been a director of the Company since 2009. 18. Defendant Michael Grobstein (“Grobstein”) has been a director of the Company since 2014. 19. Defendant Peter G. Ratcliffe (“Ratcliffe”) has been a director of the Company since 2009. 20. Defendant Michael A. Sherman (“Sherman”) has been a director of the Company since 2015. 21. Defendant Elliott Sigal (“Sigal”) has been a director of the Company since 2009. 4 Case 1:17-cv-00325-LPS Document 1 Filed 03/27/17 Page 5 of 33 PageID #: 5 22. Defendant Robert S. Singer (“Singer”) has been a director of the Company since 2009. 23. Defendants Jakobsen, Cornelius, Altschuler, Bernick, Casiano, Catalano, Clark, Golsby, Grobstein, Ratcliffe, Sherman, Sigal and Singer are collectively referred to herein as the “Board” or the “Individual Defendants.” OTHER RELEVANT ENTITIES 24. Reckitt Benckiser is incorporated in England and Wales. Reckitt Benckiser is a consumer goods company that produces health, hygiene and home products. 25. Merger Sub is a Delaware corporation and a wholly-owned indirect subsidiary of Reckitt Benckiser. CLASS ACTION ALLEGATIONS 26. Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal Rules of Civil Procedure on behalf of all persons and entities that own Mead Johnson common stock (the “Class”). Excluded from the Class are defendants and their affiliates, immediate families, legal representatives, heirs, successors or assigns and any entity in which defendants have or had a controlling interest. 27. Plaintiff’s claims are properly maintainable as a class action under Rule 23 of the Federal Rules of Civil Procedure. 28. The Class is so numerous that joinder of all members is impracticable. While the exact number of Class members is unknown to Plaintiff at this time and can only be ascertained through discovery, Plaintiff believes that there are thousands of members in the Class. As of March 9, 2017, there were 183,617,672 shares of Company common stock issued and outstanding. All members of the Class may be identified from records maintained by Mead 5 Case 1:17-cv-00325-LPS Document 1 Filed 03/27/17 Page 6 of 33 PageID #: 6 Johnson or its transfer agent and may be notified of the pendency of this action by mail, using forms of notice similar to that customarily used in securities class actions. 29. Questions of law and fact are common to the Class and predominate over questions affecting any individual Class member, including, inter alia: (a) Whether defendants have violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder; (b) Whether the Individual Defendants have violated Section 20(a) of the Exchange Act; and (c) Whether Plaintiff and the other members of the Class would suffer irreparable injury were the Proposed Transaction consummated. 30. Plaintiff will fairly and adequately protect the interests of the Class, and has no interests contrary to or in conflict with those of the Class that Plaintiff seeks to represent. Plaintiff has retained competent counsel experienced in litigation of this nature. 31. A class action is superior to all other available methods for the fair and efficient adjudication of this controversy. Plaintiff knows of no difficulty to be encountered in the management of this action that would preclude its maintenance as a class action. 32. Defendants have acted, or refused to act, on grounds generally applicable to the Class as a whole, and are causing injury to the entire Class. Therefore, final injunctive relief on behalf of the Class is appropriate. SUBSTANTIVE ALLEGATIONS Company Background and Strong Financial Outlook 33. Mead Johnson was founded in 1904, and introduced the Company’s first infant feeding product, Dextri-Maltose, in 1911. Over the next several decades, Mead Johnson expanded into vitamins, pharmaceutical products and children’s nutrition, and into extensive 6 Case 1:17-cv-00325-LPS Document 1 Filed 03/27/17 Page 7 of 33 PageID #: 7 geographies beyond the United States.
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