Ademi LLP is investigating Elevate (NYSE: ELVT) for possible breaches of fiduciary duty and other violations of law in its transaction with Park Cities.
Ademi LLP alleges Elevate’s financial outlook and prospects are excellent and yet Elevate holders will receive only $1.87 per share in an all-cash transaction at an implied value of $67 million. The transaction agreement also allows 7% of shares and shares underlying equity awards held by certain members of Elevate management to rollover into equity Park Cities. The transaction agreement unreasonably limits competing bids for Elevate by imposing a significant penalty if Elevate accepts a superior bid. Elevate insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Elevate’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 Elevate.