West Palm Beach Firefighters' Pension Fund, Et Al. V. Conagra
Case: 1:19-cv-01323 Document #: 123 Filed: 10/15/20 Page 1 of 53 PageID #:1849 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION WEST PALM BEACH FIREFIGHTERS’ PENSION FUND, Plaintiff, Case No. 19-cv-01323 v. Judge Martha M. Pacold CONAGRA BRANDS, INC. et al., Defendants. MEMORANDUM OPINION AND ORDER In 2018, Conagra Brands, Inc. acquired Pinnacle Foods. To fund the merger, Conagra held a secondary public offering (“SPO”). After the merger was complete, Conagra reported disappointing financial results and Conagra’s stock fell. Plaintiffs National Elevator Industry Pension Fund, City of Taylor Police and Fire Retirement System, and City of Sarasota Police Officers’ Pension Plan sued Defendants Conagra, Sean Connolly (Conagra’s CEO), David Marberger (Conagra’s CFO), a slate of Conagra directors, and the underwriters to the SPO, alleging violations of the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). Defendants move to dismiss. [75]. For the reasons below, the motion is granted. Background For purposes of Defendants’ motion to dismiss, the court accepts as true the well-pleaded factual allegations of the consolidated class action complaint and draws all reasonable inferences in Plaintiffs’ favor. Tamayo v. Blagojevich, 526 F.3d 1074, 1081 (7th Cir. 2008). The court also considers the documents attached to the complaint, documents that are critical to the complaint and referred to in it, information that is subject to proper judicial notice, and additional facts set forth in Plaintiffs’ opposition to the motion to dismiss, to the extent those facts are consistent with the pleadings.
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