Lifeway Foods(LWAY) Prnewswire·2024-11-22 14:45Core Viewpoint - Founding Shareholders of Lifeway Foods, Inc. are urging the board to establish an independent special committee to evaluate a buyout proposal from Danone, following the board's rejection of Danone's offer of 27 per share in cash, which was rejected by Lifeway's board [2]. - Lifeway's CEO and her spouse have publicly stated their opposition to any sale of the company, indicating a personal conflict regarding the potential transaction [2][4]. Group 2: Legal and Governance Issues - Lifeway is threatening to file a lawsuit against Danone to invalidate a stockholders agreement that restricts stock grants to the CEO and gives Danone a right of first refusal on certain stock transfers [3]. - The Founding Shareholders are calling for the board to preclude Jason Burdeen from any involvement in evaluating Danone's proposal due to his perceived partiality and credibility issues highlighted by a federal judge [6][7]. Group 3: Transparency and Accountability - The Founding Shareholders demand that Lifeway disclose any valuation analysis provided by Kroll, the financial advisor, to understand the board's rationale for rejecting Danone's offer [9][10]. - There is a call for Lifeway to allow the dissemination of unredacted deposition transcripts from lawsuits filed against the Founding Shareholders, to ensure transparency and accountability in the board's actions [10]. Group 4: Management and Strategic Direction - Concerns are raised about the management's ability to prioritize shareholder interests, with criticism directed at the CEO for focusing on launching new products rather than addressing shareholder value [11]. - The Founding Shareholders express skepticism about the management's strategy for Lifeway, especially in light of recent stock sales by executive management [11].