Ademi LLP is investigating Aerovate (Nasdaq: AVTE) for possible breaches of fiduciary duty and other violations of law in its transaction with Jade.
Under the agreement, Aerovate stockholders are expected to own approximately 1.6% of the combined company, while Jade stockholders — including those investors participating in the pre-closing financing — are expected to own approximately 98.4%. Aerovate will also pay a dividend of approximately $65 million to Aerovate stockholders immediately prior to the closing of the merger.
The transaction agreement unreasonably limits competing transactions for Aerovate by imposing a significant penalty if Aerovate accepts a competing bid. Aerovate insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Aerovate’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.