Ademi LLP is investigating CymaBay (Nasdaq: CBAY) for possible breaches of fiduciary duty and other violations of law in its transaction with Gilead.
In the transaction, CymaBay shareholders will receive only $32.50 per share transaction valuing the CymaBay at a total equity value of $4.3 billion. The transaction agreement unreasonably limits competing transactions for CymaBay by imposing a significant penalty if CymaBay accepts a competing bid. CymaBay insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of CymaBay’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.