The Ademi Firm is investigating Essential (NYSE: WTRG) for possible breaches of fiduciary duty and other violations of law in its transaction with American Water Works Company, Inc.
In the transaction, Essential shareholders will receive 0.305 shares of American Water for each share of Essential they own at closing. Upon completion, American Water shareholders will own approximately 69% and Essential shareholders will own approximately 31% of the combined company on a fully diluted basis.
Essential insiders will continue to receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Essential by imposing a significant penalty if Essential accepts a competing bid. We are investigating the conduct of the Essential board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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