Ademi LLP is investigating RE/MAX (NYSE: RMAX) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with The Real Brokerage Inc.
RE/MAX stockholders will receive either 5.152 shares of Real REMAX Group or $13.80 in cash per share, subject to proration. The cash portion will range between $60 million and $80 million. Real shareholders will receive one share of the new entity for each Real share they own. Following completion, Real shareholders are expected to own approximately 59% of the combined company, with RE/MAX Holdings shareholders owning about 41% on a fully diluted basis.
RE/MAX insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for RE/MAX by imposing a significant penalty if RE/MAX accepts a competing bid. We are investigating the conduct of the RE/MAX board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
Join this Action