The Ademi Firm is investigating Gulf Island (NASDAQ: GIFI) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with IES Holdings Inc.
In the transaction, Gulf Island shareholders will receive $12.00 per share in cash, representing an aggregate equity value of approximately $192 million. Certain holders of approximately 20% of Gulf Island’s outstanding shares have entered voting agreements to support the transaction. IES, which owns approximately 3.5% of Gulf Island’s outstanding shares, has also agreed to vote in favor of the deal.
Gulf Island insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Gulf Island by imposing a significant penalty if Gulf Island accepts a competing bid. We are investigating the conduct of the Gulf Island board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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