Ademi LLP is investigating Resolute (NYSE:RFP) for possible breaches of fiduciary duty and other violations of law in its transaction with the Paper Excellence Group.
Ademi LLP alleges Resolute’s financial outlook and prospects are excellent and yet Resolute holders will receive only $20.50 per share, together with a contingent value right entitling the holder to a share of future softwood lumber duty deposit refunds. Each share, on a fully diluted basis at closing, will be entitled to receive one CVR. The transaction agreement unreasonably limits competing bids for Resolute by imposing a significant penalty if Resolute accepts a superior bid. Resolute insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Resolute’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 Resolute.