Ademi LLP is investigating CMC Materials (Nasdaq: CCMP), for possible breaches of fiduciary duty and other violations of law in its transaction Entegris.
Ademi LLP alleges CMC Materials’ financial outlook and prospects are excellent and yet CMC Materials shareholders will receive only $133.00 in cash and 0.4506 shares of Entegris common stock for each share of CMC Materials common stock with an enterprise value of approximately $6.5 billion. The merger agreement unreasonably limits competing bids for CMC Materials by prohibiting solicitation of further bids, and imposing a significant penalty if CMC Materials accepts a superior bid. CMC Materials insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of CMC Materials’ board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for CMC Materials.