Ademi LLP is investigating Core-Mark (NYSE: UFS) for possible breaches of fiduciary duty and other violations of law in its transaction with Performance Food Group.
Ademi LLP alleges Core-Mark’s financial outlook is excellent and yet Core-Mark shareholders will receive only $23.875 per share in cash and 0.44 Performance Food Group shares for each Core-Mark share. The merger agreement unreasonably limits competing bids for Core-Mark by prohibiting solicitation of further bids, and imposing a termination penalty if Core-Mark accepts a superior bid. Core-Mark insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Core-Mark’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 Core-Mark.