Ademi LLP is investigating Infinera (NASDAQ: INFN) for possible breaches of fiduciary duty and other violations of law in its transaction with Nokia.
Nokia will acquire Infinera in a transaction valuing Infinera at $6.65 per share or an enterprise value of $2.3 billion. At least 70% of the consideration will be paid in cash and Infinera’s shareholders can elect to receive up to 30% of the aggregate consideration in the form of Nokia ADSs. The transaction agreement unreasonably limits competing transactions for Infinera by imposing a significant penalty if Infinera accepts a competing bid. Infinera insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Infinera’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.