Ademi LLP is investigating Fulcrum (Nasdaq: FULC) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Slate Medicines.
Under the terms of the merger agreement, the pre-Merger Fulcrum stockholders are expected to own 5.0% of the combined company and the pre-Merger Slate stockholders (inclusive of those investors participating in the pre-closing financing) are expected to own 95.0% of the combined company. The percentage of the combined company that Fulcrum’s stockholders will own as of the close of the Merger is subject to adjustment based on the amount of Fulcrum’s net cash at the closing date. Fulcrum is expected to contribute approximately $20.3 million in net cash to the combined entity and pay a cash dividend of an estimated $270.0 million immediately prior to the close of the Merger to pre-merger Fulcrum stockholders.
Fulcrum insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Fulcrum by imposing a significant penalty if Fulcrum accepts a competing bid. We are investigating the conduct of the Fulcrum board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
We specialize in shareholder litigation involving buyouts, mergers, and individual shareholder rights. For more information, please feel free to call us. Attorney advertising. Prior results do not guarantee similar outcomes.
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