The Ademi Firm is investigating Checkpoint (Nasdaq: CKPT) for possible breaches of fiduciary duty and other violations of law in its transaction with Sun Pharma.
In the transaction, Checkpoint stockholders will receive an upfront cash payment of only $4.10, without interest, and a non-transferable contingent value right entitling the stockholder to receive up to an additional $0.70 in cash, without interest, if cosibelimab is approved prior to certain deadlines in the European Union pursuant to the centralized approval procedure or in Germany, France, Italy, Spain or the United Kingdom, subject to the terms and conditions in the contingent value rights agreement. Checkpoint insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Checkpoint by imposing a significant penalty if Checkpoint accepts a competing bid. We are investigating the conduct of the Checkpoint board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.