Ademi LLP is investigating Momentive (Nasdaq: MNTV), for possible breaches of fiduciary duty and other violations of law in its transaction with Zendesk.
Ademi LLP alleges Momentive’s financial outlook and prospects are excellent and yet Momentive shareholders will receive only 0.225 shares of Zendesk stock for each share of Momentive stock. Zendesk stock is down since announcement of the merger. The merger agreement unreasonably limits competing bids for Momentive by prohibiting solicitation of further bids, and imposing a significant penalty if Momentive accepts a superior bid. Momentive insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Momentive’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Momentive.