Investor Michael D. Levine, a shareholder of grill maker Weber Inc. before its acquisition by BDT Capital Partners LLC, has filed a lawsuit in Delaware Chancery Court seeking access to company documents. The legal action aims to investigate potential breaches of fiduciary duty by Weber Inc.’s officers and directors in connection with the take-private transaction.

Weber Inc. announced in December 2022 that it would be acquired by investment funds managed by BDT Capital Partners in a take-private transaction valued at $8.05 per share, with a total enterprise value of $3.7 billion. The deal closed in February 2023, leading to the delisting of Weber’s stock from the New York Stock Exchange.

Levine’s complaint, filed under seal on Wednesday, outlines concerns and allegations regarding the transaction. According to Levine, the $8.05 deal price represents a substantial discount from the $14 per share paid by stockholders in Weber’s initial public offering in August 2021.

The lawsuit asserts that the timing of the transaction was designed to “squeeze out public stockholders” during a period of temporary stock price depression. Levine claims that an avoidable liquidity crunch hampered the special committee formed to negotiate the deal.

The complaint also alleges that BDT approved the deal through written consent, giving minority stockholders no say in the price and no ability to veto a potentially unfavorable deal.  Levine sent an inspection demand letter to Weber in January under Section 220 of Delaware General Corporation Law, seeking access to corporate books and records for investigating suspected corporate wrongdoing. While the company produced three rounds of documents, Levine contends that they were insufficient and failed to provide a clear record of the board and special committee’s relevant deliberations. Many of the records were heavily redacted, concealing crucial financial and operational information.

Commenting on the lawsuit, Partner Michael Yarnoff stated, “The transaction does not appear fair to public stockholders and may have resulted from breaches of fiduciary duty by the officers and directors of the company.”

For more information about Kehoe Law Firm and its involvement in this matter, please contact Michael Yarnoff at [email protected] or call (215) 792-6676.