Ademi LLP is investigating Poseida (Nasdaq: PSTX) for possible breaches of fiduciary duty and other violations of law in its transaction with Roche.
In the transaction, the stockholders of Poseida will receive only $9.00 per share, plus a non-tradeable CVR to receive certain contingent payments of up to an aggregate of $4.00 per share upon achievement of specific milestones, totaling an equity value of approximately $1.5 billion on a fully diluted basis.
The transaction agreement unreasonably limits competing transactions for Poseida by imposing a significant penalty if Poseida accepts a competing bid. Poseida insiders will receive substantial benefits as part of change of control arrangements.