Ademi LLP is investigating TopBuild (NYSE: BLD) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with QXO.
TopBuild stockholders will have the right to elect to receive $505 in cash or 20.2 shares of QXO common stock for each TopBuild share held, subject to proration, on the condition that the total transaction consideration is paid as approximately 45% in cash and 55% in shares of QXO common stock. The maximum cash proceeds will be capped in aggregate at 45% of the transaction consideration. QXO may increase the maximum amount of stock consideration in the transaction if TopBuild stockholders elect to receive more than 55% of the consideration in shares of QXO common stock.
TopBuild insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for TopBuild by imposing a significant penalty if TopBuild accepts a competing bid. We are investigating the conduct of the TopBuild board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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