Led by plaintiff Bucks County Employees' Retirement System, Kessler Topaz brought claims on behalf of the minority stockholders of Covetrus, Inc. to challenge the take-private acquisition of Covetrus by Clayton, Dubilier & Rice, LLC (“CD&R”) and TPG Global, LLC for $21.00 per share in cash. The litigation alleged that CD&R partners and Covetrus board designees Ravi Sachdev and Sandra Peterson, along with CD&R itself, manipulated the sale process to acquire Covetrus at a below-market price and repeatedly violated standstill provisions designed to protect the unaffiliated stockholders from a transaction involving CD&R, which owned approximately 25% of Covetrus pre-transaction.
After overcoming CD&R, Sachdev, and Peterson’s motion to dismiss, the parties engaged in extensive document discovery. Just before depositions were to begin, the parties conducted a mediation, after which a settlement was reached for $70 million. In approving the settlement, the Court recognized the substantial contributions of plaintiff Bucks County. The settlement’s recovery is the third-largest settlement of Revlon claims in the Delaware Court of Chancery’s history.