Ademi LLP is investigating AdTheorent (Nasdaq: ADTH) for possible breaches of fiduciary duty and other violations of law in its transaction with Novacap.
In the transaction, AdTheorent shareholders will receive only $3.21 per share. H.I.G. Growth Partners, LLC and its affiliated investors, along with members of the AdTheorent Board and management who together own or control approximately 40% of the Company’s outstanding shares, have each entered into a voting and support agreement pursuant to which they have agreed, among other things, to vote their respective shares of AdTheorent common stock in favor of the transaction. The transaction agreement unreasonably limits competing transactions for AdTheorent by imposing a significant penalty if AdTheorent accepts a competing bid. AdTheorent insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of AdTheorent’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.