Ademi LLP is investigating Adamas (Nasdaq: ADMS), for possible breaches of fiduciary duty and other violations of law in its transaction with Supernus.
Ademi LLP alleges Adamas’ financial outlook and prospects are excellent and yet Adamas shareholders will receive only $8.10 per share in cash (or an aggregate of approximately $400 million), payable at closing plus two non-tradable contingent value rights (CVR) collectively worth up to $1.00 per share in cash (or an aggregate of approximately $50 million), for a total consideration of $9.10 per share in cash (or an aggregate of approximately $450 million). The first CVR, worth $0.50 per share, is payable upon achieving net sales of GOCOVRI® of $150 million in any four consecutive quarters between closing and the end of 2024. The second CVR, worth $0.50 per share, is payable upon achieving net sales of GOCOVRI of $225 million in any four consecutive quarters between closing and the end of 2025. The merger agreement unreasonably limits competing bids for Adamas by prohibiting solicitation of further bids, and imposing a significant penalty if Adamas accepts a superior bid. Adamas insiders will receive substantial benefits as part of change of control arrangements. We are investigating the conduct of Adamas’ board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Adamas.