Sterling Check Corp.

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Ademi LLP is investigating Sterling (NASDAQ:STER) for possible breaches of fiduciary duty and other violations of law in its transaction with First Advantage.

In the transaction, Sterling shareholders will receive only $16.73 in cash or 0.979 shares of First Advantage common stock for each Sterling share. The shareholder election will be subject to proration, resulting in approximately 72% of Sterling’s shares being exchanged for cash consideration and 28% being exchanged for First Advantage common stock. Sterling shareholders are expected to own approximately 16% of the combined company after closing, and current First Advantage shareholders will own approximately 84%.  The transaction agreement unreasonably limits competing transactions for Sterling by imposing a significant penalty if Sterling accepts a competing bid. Sterling insiders will receive substantial benefits as part of change of control arrangements.

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