Ademi LLP is investigating ABIOMED (NASDAQ: ABMD) for possible breaches of fiduciary duty and other violations of law in its transaction with Johnson & Johnson.
Ademi LLP alleges ABIOMED’s financial outlook and prospects are excellent and yet ABIOMED holders will receive only $380.00 per share in cash, corresponding to an enterprise value of approximately $16.6 billion which includes cash acquired. ABIOMED shareholders will also receive a non-tradeable contingent value right entitling the holder to receive up to $35.00 per share in cash if certain commercial and clinical milestones are achieved. The transaction agreement unreasonably limits competing bids for ABIOMED by imposing a significant penalty if ABIOMED accepts a superior bid. ABIOMED insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of ABIOMED’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 ABIOMED.