The Ademi Firm is investigating Avalon (Nasdaq: CKPT) for possible breaches of fiduciary duty and other violations of law in its transaction with YOOV.
In the reverse merger transaction, Avalon stockholders are expected to collectively own between approximately 2.5% to 2.2% and YOOV stockholders are expected to collectively own between approximately 97.5% and 97.8% of the common stock of the combined company on a pro forma basis, depending on the market price of Avalon’s common stock at the time of the completion of the merger. Avalon insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Avalon by imposing a significant penalty if Avalon accepts a competing bid. We are investigating the conduct of the Avalon board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.