Ademi LLP is investigating Graybug (Nasdaq: GRAY) for possible breaches of fiduciary duty and other violations of law in its transaction with CalciMedica.
Ademi LLP alleges Graybug’s financial outlook and prospects are excellent and yet Graybug equity holders are expected to collectively own only approximately 29% of the combined company, and pre-merger CalciMedica equity holders are expected to collectively own approximately 71% of the combined company, in each case, on a fully diluted basis using the treasury stock method. The percentage of the combined company that Graybug’s equity holders will own as of the close of the transaction is subject to certain adjustments as described in the merger agreement, including an adjustment based on the amount of Graybug’s net cash at closing. The transaction agreement unreasonably limits competing bids for Graybug by imposing a significant penalty if Graybug accepts a superior bid. Graybug insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Graybug’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 Graybug.