Ademi LLP is investigating EQRx (Nasdaq: EQRX) for possible breaches of fiduciary duty and other violations of law in its transaction with Revolution Medicines.
In the transaction, EQRx stockholders are expected to receive the number of shares of Revolution Medicines common stock equal to the sum of 7,692,308 Revolution Medicines shares (determined as $200 million divided by $26.00 per share) plus a number of shares equal to $870 million divided by a price that is a 6% discount to the 5-day volume-weighted average Revolution Medicines share price measured in close proximity to the stockholder vote. The transaction agreement unreasonably limits competing transactions for EQRx by imposing a significant penalty if EQRx accepts a competing bid. EQRx insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of EQRx’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.