Ademi LLP is investigating Intra-Cellular Therapies (Nasdaq: ITCI) for possible breaches of fiduciary duty and other violations of law in its transaction with Johnson & Johnson.
In the transaction, Intra-Cellular Therapies stockholders will receive only $132.00 per share in cash for a total equity value of approximately $14.6 billion. Intra-Cellular Therapies insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Intra-Cellular Therapies by imposing a significant penalty if Intra-Cellular Therapies accepts a competing bid. We are investigating the conduct of Intra-Cellular Therapies’ board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.