The Ademi Firm is investigating First Foundation (NYSE: FFWM) for possible breaches of fiduciary duty and other violations of law in its transaction with FirstSun.
In the transaction, First Foundation shareholders will receive 0.16083 shares of FirstSun common stock for each share of First Foundation stock owned. FirstSun stockholders will own 59.5% of the combined company, while First Foundation stockholders will own 40.5%. The transaction includes $17.5 million in cash consideration for warrant holders.
First Foundation insiders will continue to receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for First Foundation by imposing a significant penalty if First Foundation accepts a competing bid. We are investigating the conduct of the First Foundation board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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