Ademi & O’Reilly, LLP is investigating Carbonite (Nasdaq: SAUC) for possible breaches of fiduciary duty and other violations of the law in connection with the sale of Carbonite to OpenText.
Ademi & O’Reilly, LLP alleges Carbonite’s financial outlook is improving and yet shareholders will receive only $23 with an enterprise value of approximately $1.42 billion. The merger agreement unreasonably limits competing bids for Carbonite by prohibiting solicitation of further bids, and imposing a termination penalty if Carbonite accepts a superior bid. Carbonite insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Carbonite’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 Carbonite.