Ademi LLP is investigating Kezar (NASDAQ: KZR) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Aurinia.
In the transaction, Kezar stockholders will receive $6.955 in cash per share plus one contingent value right (CVR). The CVR provides rights to potential payments from the clinical development of zetomipzomib, proceeds from Kezar’s collaboration with Everest Medicines and sale of its Sec61-based program to Enodia Therapeutics, and 100% of Kezar’s closing net cash exceeding $50 million, net of certain expenses.
Kezar insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Kezar by imposing a significant penalty if Kezar accepts a competing bid. We are investigating the conduct of the Kezar board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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