We are investigating the Board of Directors of Syntroleum for possible breaches of fiduciary duty and other violations of state law in connection with the sale of Syntroleum to REG
Syntroleum is receiving substantially less than its value when it announced that it was exploring strategic alternatives. REG is purchasing Syntroleum at a substantial discount. The purchase agreement unreasonably limits prospective bids for Syntroleum by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Syntroleum receive and accept a superior bid. Syntroleum insiders, their affiliates and other majority shareholders own significant voting units of Syntroleum, and will receive benefits as part of change of control arrangements, and therefore can unduly influence a sale of Syntroleum not necessarily in the best interests of non-insider shareholders. In light of these facts, our investigation centers on the conduct of Syntroleum’s 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 Syntroleum given its current financial condition and prospects.