Ademi LLP is investigating Fathom (NASDAQ: FTHM) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Bed Bath & Beyond.
Fathom shareholders will receive 0.2236 shares of Bed Bath & Beyond common stock for each Fathom share held, subject to certain adjustments at closing in an all-stock transaction valued at approximately $53.38 million.
Fathom insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Fathom by imposing a significant penalty if Fathom accepts a competing bid. We are investigating the conduct of the Fathom board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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