Ademi LLP is investigating Element Solutions (NYSE: ESI) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Solstice Advanced Materials.
Element Solutions shareholders will receive $10.00 in cash and 0.500 shares of Solstice common stock, representing implied consideration of approximately $50.10 per Element share. Upon closing, Element shareholders are expected to own approximately 44% of the combined company.
Element Solutions insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Element Solutions by imposing a significant penalty if Element Solutions accepts a competing bid. We are investigating the conduct of the Element Solutions board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.