The Ademi Firm is investigating Golden (NASDAQ: GDEN) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Blake L. Sartini and affiliates.
In the transaction, Golden shareholders will receive 0.902 shares of VICI Properties Inc. common stock and $2.75 in cash for each Golden share held. The transaction involves selling Golden’s operating assets to Sartini and seven casino real estate assets to VICI in a sale-leaseback arrangement. Blake Sartini, Blake Sartini II and affiliated trusts, who own approximately 25% of Golden’s voting shares, have signed a voting agreement supporting the deal.
Golden insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Golden by imposing a significant penalty if Golden accepts a competing bid. We are investigating the conduct of the Golden board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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