Ademi LLP is investigating Acer (Nasdaq: ACER) for possible breaches of fiduciary duty and other violations of law in its transaction with Zevra.
In the transaction, Acer stockholders are expected to receive only $ 0.121 shares of Zevra’s common stock per share of Acer common stock based on the volume weighted average trading price of shares of Zevra’s common stock during the past 20 consecutive trading days. In addition, Acer stockholders may receive up to $76 million in a series of potential cash payments pursuant to non-transferable Contingent Value Rights (CVRs) upon achievement of certain commercial and regulatory milestones for Acer’s OLPRUVA (sodium phenylbutyrate) and Acer’s EDSIVO (celiprol) within specified time periods. Certain additional cash payments are also possible pursuant to the CVRs with respect to milestones involving Acer’s early-stage program ACER-2820 (emetine).
The transaction agreement unreasonably limits competing transactions for Acer by imposing a significant penalty if Acer accepts a competing bid. Acer insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Acer’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.