Ademi LLP is investigating Kimball (NASDAQ: KBAL) for possible breaches of fiduciary duty and other violations of law in its transaction with HNI.
Ademi LLP alleges Kimball’s financial outlook and prospects are excellent and yet Kimball shareholders are expected to receive only $9.00 in cash and 0.1301 shares of HNI common stock for each share of Kimball International common stock they own. As a result of the transaction, Kimball International shareholders will own approximately 10% of the combined company. The transaction agreement unreasonably limits competing bids for Kimball by imposing a significant penalty if Kimball accepts a superior bid. Kimball insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Kimball’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 Kimball.