Ademi LLP is investigating Angion (Nasdaq: ANGN) for possible breaches of fiduciary duty and other violations of law in its transaction with Elicio.
Ademi LLP alleges Angion’s financial outlook and prospects are excellent and yet Angion shareholders are being expected to approve a merger transaction in which Elicio shareholders will receive Angion shares in an exchange ratio such that upon completion of the merger, Angion shareholders’ interests will be diluted to only approximately 34.5% of the combined company, subject to certain adjustments. In addition, concurrent with the execution of the merger agreement, Angion committed up to $10 million in a bridge loan to Elicio, to be made in two installments, subject to certain conditions. The transaction agreement unreasonably limits alternative transactions by imposing a significant penalty if Angion enters into a superior transaction. Angion insiders will receive substantial benefits as part of change of control arrangements.