Ademi LLP is investigating Supernus (Nasdaq: SUPN) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Indivior Pharmaceuticals.
Supernus shareholders will receive 1.5401 common shares of Indivior Pharmaceuticals for each share of Supernus Pharmaceuticals they own. Upon the close of the transaction, Indivior Pharmaceuticals stockholders will own approximately 56.5% of the combined company, and Supernus Pharmaceuticals stockholders will own approximately 43.5% of the combined company, on a fully diluted basis.
Supernus insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Supernus by imposing a significant penalty if Supernus accepts a competing bid. We are investigating the conduct of the Supernus board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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