Ademi LLP is investigating Minim (NASDAQ: MINM) for possible breaches of fiduciary duty and other violations of law in its transaction with e2Companies.
In the transaction, each common unit of e2Companies issued and outstanding will be converted into common stock of Minim based on a fixed exchange ratio, with any resulting fractional shares to be rounded to the nearest whole share. Interest holders of e2Companies will own approximately 97% of the combined company and securityholders of Minim will own approximately 3% of the combined company, on a fully diluted basis. The transaction agreement unreasonably limits competing transactions for Minim by imposing a significant penalty if Minim accepts a competing bid. Minim insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Minim’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.