The Ademi Firm is investigating Monogram (NASDAQ: MGRM) for possible breaches of fiduciary duty and other violations of law in its transaction with Zimmer Biomet.
In the transaction, shareholders of Monogram will receive $4.04 per share in cash, representing an equity value of approximately $177 million and an enterprise value of approximately $168 million. The transaction also includes contingent value rights that could provide Monogram shareholders up to an additional $12.37 per share through 2030 if certain product development, regulatory and revenue milestones are achieved.
Monogram insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Monogram by imposing a significant penalty if Monogram accepts a competing bid. We are investigating the conduct of the Monogram board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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