Ademi LLP is investigating First Horizon (NYSE:FHN) for possible breaches of fiduciary duty and other violations of law in its transaction with TD Bank.
Ademi LLP alleges First Horizon’s financial outlook and prospects are excellent and yet First Horizon shareholders will receive only $25.00 for each common share of First Horizon, representing a total value of approximately $13.4 billion. The merger agreement unreasonably limits competing bids for First Horizon by prohibiting solicitation of further bids, and imposing a significant penalty if First Horizon accepts a superior bid. First Horizon insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of First Horizon’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 First Horizon.