Ademi LLP is investigating PFSweb (Nasdaq: PFSW) for possible breaches of fiduciary duty and other violations of law in its transaction with GXO.
In the transaction, PFSweb stockholders are expected to receive only $7.50 per share in cash, representing an equity value of approximately $181 million. The enterprise value is $142 million and includes PFSweb’s cash balance of $39 million at June 30, 2023. The transaction agreement unreasonably limits competing transactions for PFSweb by imposing a significant penalty if PFSweb accepts a competing bid. PFSweb insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of PFSweb’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.