Ademi LLP is investigating Barnes (NYSE: B) for possible breaches of fiduciary duty and other violations of law in its transaction with Apollo Funds.
In the transaction, Barnes shareholders will receive only $47.50 per share in an all-cash transaction that values Barnes at an enterprise value of approximately $3.6 billion. The transaction agreement unreasonably limits competing transactions for Barnes by imposing a significant penalty if Barnes accepts a competing bid. Barnes insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Barnes’ board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.