Ademi LLP is investigating Diamond (NYSE: DO) for possible breaches of fiduciary duty and other violations of law in its transaction with Noble.
In the transaction, Diamond shareholders will receive only 0.2316 shares of Noble, plus cash consideration of $5.65 per share for each share of Diamond stock. Upon closing, Diamond shareholders will own approximately 14.5% of Noble’s outstanding shares. The transaction agreement unreasonably limits competing transactions for Diamond by imposing a significant penalty if Diamond accepts a competing bid. Diamond insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Diamond’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.