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Ademi LLP is investigating Poly (NYSE:POLY) for possible breaches of fiduciary duty and other violations of law in its transaction with HP.

Ademi LLP alleges Poly’s financial outlook and prospects are excellent and yet Poly shareholders will receive only $40 per share, implying a total enterprise value of $3.3 billion, inclusive of Poly’s net debt. The transaction agreement unreasonably limits competing bids for Poly by prohibiting solicitation of further bids, and imposing a significant penalty if Poly accepts a superior bid. Poly insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of Poly’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 Poly.