PowerSchool Holdings, Inc.

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Ademi LLP is investigating PowerSchool (NYSE: PWSC) for possible breaches of fiduciary duty and other violations of law in its transaction with Bain Capital.

In the transaction, PowerSchool shareholders will receive only $22.80 per share, in a transaction valuing Powerschool at $5.6 billion. The transaction agreement unreasonably limits competing transactions for PowerSchool by imposing a significant penalty if PowerSchool accepts a competing bid. PowerSchool insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of PowerSchool’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.