Ademi LLP is investigating Valaris (NYSE: VAL) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Transocean.
In the transaction, Valaris stockholders will receive 15.235 shares of Transocean stock for each Valaris share. Upon completion, Transocean shareholders will own approximately 53% of the combined company, with Valaris shareholders holding 47%. Valaris insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Valaris by imposing a significant penalty if Valaris accepts a competing bid. We are investigating the conduct of the Valaris board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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