Ademi LLP is investigating whether the proposed acquisition of VRNS (Nasdaq: VRNS) by Proofpoint, Inc., provides fair value to Varonis’s public shareholders and whether Varonis’s Board adequately protected shareholder interests in negotiating and approving the transaction.
What Is Ademi LLP Investigating?
- The exchange ratio and whether it adequately reflects Varonis’s value and future prospects;
- Substantial change-of-control benefits available to Varonis insiders in connection with the transaction;
- Restrictions on competing transactions, including a significant termination penalty that may discourage another potential buyer from making a superior proposal; and
- The conduct of Varonis’s Board of Directors in negotiating and approving the transaction and whether the Board fulfilled its duties to public shareholders.