Ademi LLP is investigating Arcellx (NASDAQ: ACLX) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Leonard Green & Partners.
In the transaction, Arcellx stockholders will receive $115 per share in cash plus one contingent value right of $5 per share, representing an implied equity value of $7.8 billion payable at closing. The $5 contingent value right becomes payable if anito-cel achieves cumulative global net sales of at least $6 billion from launch through year-end 2029.
Arcellx insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Arcellx by imposing a significant penalty if Arcellx accepts a competing bid. We are investigating the conduct of the Arcellx board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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