Ademi LLP is investigating Cerner (Nasdaq: CERN) for possible breaches of fiduciary duty and other violations of law in its transaction with Oracle.
Ademi LLP alleges Cerner’s financial outlook and prospects are excellent and yet Cerner shareholders will receive only $95.00 per share, or approximately $28.3 billion in equity value. The merger agreement unreasonably limits competing bids for Cerner by prohibiting solicitation of further bids, and imposing a significant penalty if Cerner accepts a superior bid. Cerner insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Cerner’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 Cerner.