UserTesting, Inc.

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Ademi LLP is investigating UserTesting (NYSE: USER) for possible breaches of fiduciary duty and other violations of law in its transaction with Thoma Bravo and Sunstone.

Ademi LLP alleges UserTesting’s financial outlook and prospects are excellent and yet UserTesting holders will receive only $7.50 per share, in an all-cash transaction valued at approximately $1.3 billion. The transaction agreement unreasonably limits competing bids for UserTesting by imposing a significant penalty if UserTesting accepts a superior bid. UserTesting insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of UserTesting’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 UserTesting.