The Ademi Firm is investigating Veeco (Nasdaq: VECO) for possible breaches of fiduciary duty and other violations of law in its transaction with Axcelis.
Shareholders of Veeco will receive 0.3575 Axcelis shares for each Veeco share owned. Upon closing, Axcelis shareholders will own approximately 58% of the combined company, while Veeco shareholders will hold about 42% on a fully diluted basis.
Veeco insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Veeco by imposing a significant penalty if Veeco accepts a competing bid. We are investigating the conduct of the Veeco board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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