MILWAUKEE, Nov. 28, 2017 /PRNewswire/ — Ademi & O’Reilly, LLP is investigating the Board of Directors of Buffalo Wild Wings, Inc. (Nasdaq: BWLD) for possible breaches of fiduciary duty and other violations of Minnesota law in connection with the sale of BWW to ARG.
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Ademi & O’Reilly, LLP alleges BWW’s long-term financial outlook is improving and yet BWW shareholders will receive $157 for each BWW share. ARG is well aware of BWW’s improving financial metrics and is purchasing BWW at a substantial discount. The merger agreement unreasonably limits competing bids for BWW by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should BWW receive and accept a superior bid. BWW insiders, their affiliates and other major shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of BWW. Our investigation centers on the conduct of BWW’s Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for BWW given its current financial condition and prospects.
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