Ademi LLP is investigating Calyxt (Nasdaq: CLXT) for possible breaches of fiduciary duty and other violations of law in its transaction with Cibus.
Ademi LLP alleges Calyxt’s financial outlook and prospects are excellent and yet Calyxt shareholders are being expected to approve a merger transaction in which Cybus shareholders will receive Calyxt shares in an exchange ratio such that upon completion of the merger, Calyxt shareholders will own only approximately 5% of the combined company, subject to certain adjustments. The transaction agreement unreasonably limits alternative transactions by imposing a significant penalty if Calyxt enters into a superior transaction. Calyxt insiders will receive substantial benefits as part of change of control arrangements.