A TreeHouse Foods shareholder has gone to Delaware’s Court of Chancery, launching the TreeHouse $2.9B Sale lawsuit just hours before investors are set to vote on the company’s proposed sale, alleging the company stonewalled requests for key documents tied to the blockbuster deal.

The suit, filed late Wednesday, seeks expedited access to records surrounding TreeHouse’s November agreement to sell the packaged snack and beverage maker for $2.9 billion to affiliates of Investindustrial VIII SCSp, a Europe-based investment group with a global footprint.

Shareholder Challenges Disclosure Ahead of Vote

The complaint was docketed a day before the shareholder vote and accuses TreeHouse of improperly rejecting earlier demands for information about the transaction. The plaintiff, stockholder Dean Drulias, says those refusals left investors navigating the deal “in the dark” as the finish line approaches.

Investindustrial, the proposed buyer, operates across Europe, the United States, Asia and Saudi Arabia.

Alleged Conflicts Cast Long Shadows

At the heart of the TreeHouse $2.9B Sale lawsuit are concerns about potential conflicts of interest. Drulias points to the role of Goldman Sachs, TreeHouse’s sole financial adviser, which also represented Investindustrial during the sales process and handled other matters for the private equity firm as of Nov. 10.

The complaint further alleges Goldman Sachs had directly invested more than $24 million in Investindustrial.

“With various conflicts of interest at play, it is unsurprising that the merger consideration appears unfair,” the complaint states.

Valuation Gap Raises Red Flags

According to the filing, Goldman Sachs’ own cash-only discounted cash flow analysis suggested a valuation range with a midpoint of $24.31 per share—nearly $2 higher than the agreed merger price.

The lawsuit says TreeHouse has refused to produce documents tied to Drulias’ demand or to enter into a standing or access agreement, prompting the court action.

Deal Terms and Litigation Risk

Under the proposed transaction, shareholders would receive $22.50 per share plus one “right” per share tied to proceeds from ongoing litigation, with no guarantees on the final amount.

The complaint highlights a risk flagged by Goldman Sachs: a potential downside of negative 29 cents per share for post-tax litigation proceeds.

If approved, the deal is expected to close in the first quarter of 2026.

What the Lawsuit Seeks

Drulias is asking the court to compel TreeHouse to produce formal board materials related to the merger, as well as director and officer questionnaires—documents he says are essential to evaluating the transaction.

The complaint argues shareholders have a “credible basis” to question the deal, noting that Delaware courts have described this standard as “the lowest possible burden of proof under Delaware law.”

Industry Impact and Responses

The parties did not immediately respond to requests for comment Thursday.

Following the acquisition, Investindustrial’s food and beverage portfolio would span more than 85 manufacturing plants and employ roughly 16,000 people, according to Andrea C. Bonomi, chair of Investindustrial’s industrial advisory board.

Drulias is also seeking reimbursement of legal fees and expenses.

TreeHouse Foods is a North American private-label food and beverage manufacturer supplying retailers such as Safeway, Trader Joe’s, Target and Whole Foods.

Drulias is represented by Kimberly A. Evans, Lindsay K. Faccenda, Daniel M. Baker and Jason Leviton of Block & Leviton LLP. Counsel for TreeHouse was not immediately available Thursday.