Ademi LLP is investigating Knoll (NYSE: KNL) for possible breaches of fiduciary duty and other violations of law in its transaction with Herman Miller.
Ademi LLP alleges Knoll’s financial outlook is excellent and yet Knoll shareholders will receive only $11.00 in cash and 0.32 shares of Herman Miller common stock for each share of Knoll common stock they own. Based on Herman Miller's five-day volume weighted average price of $43.94 per share, the transaction terms imply a purchase price of $25.06 per share. The merger agreement unreasonably limits competing bids for Knoll by prohibiting solicitation of further bids, and imposing a termination penalty if Knoll accepts a superior bid. Knoll insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Knoll’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Knoll.