We are investigating the Board of Directors of ARPI for possible breaches of fiduciary duty and other violations of state law in connection with the sale of ARPI to AMH.
ARPI long-term financial outlook is improving and yet ARPI shareholders will receive only 1.135 common shares or limited partnership units of AMH. AMH is well aware of ARPI improving financial metrics and is purchasing ARPI at a substantial discount. The merger agreement unreasonably limits prospective bids for ARPI by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should ARPI receive and accept a superior bid. ARPI insiders, their affiliates and other majority shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of ARPI not in the best interests of non-insiders. Our investigation centers on the conduct of ARPI Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for ARPI given its current financial condition and prospects.