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.
