Ademi LLP is investigating Penumbra (NYSE: PEN) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Boston Scientific.
In the transaction, Penumbra stockholders can elect to receive $374 in cash or 3.8721 shares of Boston Scientific common stock per share, subject to proration. The total transaction consideration will be paid approximately 73% in cash and 27% in Boston Scientific stock. Penumbra insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Penumbra by imposing a significant penalty if Penumbra accepts a competing bid. We are investigating the conduct of the Penumbra board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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