Ademi LLP is investigating BioLife (NASDAQ: BLFS) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Repligen.
BioLife shareholders will receive $11.25 per share in cash and 0.1442 shares of Repligen common stock, equating to a total value of $31.00 per share, for a total enterprise value of approximately $1.5 billion. The consideration is structured as 64% Repligen common stock and 36% cash.
BioLife insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for BioLife by imposing a significant penalty if BioLife accepts a competing bid. We are investigating the conduct of the BioLife board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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