Ademi LLP is investigating Sigilon (Nasdaq: SGTX) for possible breaches of fiduciary duty and other violations of law in its transaction with Eli Lilly.
In the transaction, Sigilon shareholders will receive only $14.92 per share in cash (an aggregate of approximately $34.6 million) payable at closing, plus one non-tradeable contingent value right per share that entitles the holder to receive up to an additional $111.64 per share in cash, for a total potential consideration of up to $126.56 per share in cash without interest (an aggregate of up to approximately $309.6 million excluding shares held by Eli Lilly). The transaction agreement unreasonably limits competing bids for Sigilon by imposing a significant penalty if Sigilon accepts a superior bid. Sigilon insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Sigilon’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 Sigilon.