Comment – Spirits – Why no Flutter from Beam Inc?
We've all had a chance to sleep on the big news from Monday, so how do things look in the clarity of the morning?
No sooner, had we wiped the sleep from our eyes on Tueday morning, than the legal eagles beat us to it, naturally: Barely 24 hours had passed since Suntory announced that it will buy Beam Inc for US$16bn than financial litigation specialists Finkelstein Thompson launched an investigation into “whether Beam’s board of directors breached its fiduciary duty in failing to maximise consideration to shareholders”.
I'll confess, the sheer speed of the news had me wondering: Where was the announcement that the two companies had entered discussions? Why had they jumped publicly straight to confirming the deal is nearing completion?
Has Beam got a case to answer, then? In legal circles, I would say definitely not. As everyone knows, Beam has been preparing itself for just such a transaction pretty much since it came into being. When Suntory came a-knocking, you can be sure that the company will have started to go through the well-drilled gears.
So, no, Beam's conduct can't come into question, legally speaking.
But, just because it didn't have to confirm the beginning of talks, why didn't it do so anyway? We've not seen a flutter of the eyelashes or a beckoning of the finger at all from Beam. Could the company be accused of “breach(ing) its fiduciary duty” by not flushing out any other potential bids?
We can be sure that Suntory's offer will have been conditional on speed being of the essence. A filing from Beam - at some point in the next three weeks – will provide clearer detail into the process behind this week's announcement.
That'll make for interesting reading.
For a full round-up of just-drinks' coverage of Suntory's move for Beam, click here.
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