Ademi LLP is investigating Arlington (NYSE: AAIC) for possible breaches of fiduciary duty and other violations of law in its transaction with Ellington Financial
Arlington public stockholders are expected to receive only 0.3619 shares1 of Ellington Financial common stock, or approximately 11.7 million shares of Ellington Financial common stock in the aggregate, and (ii) Arlington common stockholders will also receive $3 million in cash in the aggregate (or $0.09 per share) to be contributed by Ellington Financial’s external manager. The respective closing stock prices for Ellington Financial and Arlington on May 26, 2023 imply an offer price of $4.77 per Arlington share, representing a 73% premium to Arlington’s share price on May 26, 2023. The transaction agreement unreasonably limits competing bids for Arlington by imposing a significant penalty if Arlington accepts a superior bid. Arlington insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Arlington’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 Arlington.