Ademi LLP is investigating Model N (NYSE: MODN) for possible breaches of fiduciary duty and other violations of law in its transaction with Vista Equity Partners.
In the transaction, Model N stockholders will own only $30.00 per share in an all-cash transaction valued at approximately $1.25 billion. The transaction agreement unreasonably limits competing transactions for Model N by imposing a significant penalty if Model N accepts a competing bid. Model N insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Model N’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.