The Ademi Firm is investigating Regulus (Nasdaq: RGLS) for possible breaches of fiduciary duty and other violations of law in its transaction with Novartis.
In the transaction, shareholders of Regulus will receive only $7.00 per share in cash at closing, or $0.8 billion. In addition, Regulus shareholders will receive a contingent value right (CVR) providing for payment of $7.00 per share, contingent upon the achievement of a milestone with respect to regulatory approval of Regulus' lead product candidate, farabursen.
Regulus insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Regulus by imposing a significant penalty if Regulus accepts a competing bid. We are investigating the conduct of the Regulus board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.