Ademi LLP is investigating NuVasive (NASDAQ: NUVA) for possible breaches of fiduciary duty and other violations of law in its transaction with Globus Medical.
Ademi LLP alleges NusVasive’s financial outlook and prospects are excellent and yet NuVasive shareholders will receive only 0.75 of a share of Globus Medical Class A common stock for each share of NuVasive common stock. Based on this exchange ratio, the implied share price for NuVasive would be $57.72, an equity value of $3.1 billion, based on Globus Medical's closing share price on February 8. Following the close of the transaction, NuVasive shareholders will own approximately 28% of the combined company, and Globus Medical shareholders will own approximately 72%, on a fully diluted basis. The transaction agreement unreasonably limits competing bids for NuVasive by imposing a significant penalty if NuVasive accepts a superior bid. NuVasive insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of NuVasive’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for NuVasive.