Ademi LLP is investigating BCIC (Nasdaq: BCIC) for possible breaches of fiduciary duty and other violations of law in its transaction with TCPC.
In the transaction, BCIC stockholders are expected to receive only newly issued shares of TCPC common stock based on the ratio (the “Exchange Ratio”) of the BCIC Net Asset Value (“NAV”) per share divided by the TCPC NAV per share, each determined shortly before closing. The Exchange Ratio will result in an ownership split of the combined company based on the proportional NAVs of TCPC and BCIC. The transaction agreement unreasonably limits competing transactions for BCIC by imposing a significant penalty if BCIC accepts a competing bid. BCIC insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of BCIC’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.