Ademi LLP is investigating Neenah (NYSE:NP) for possible breaches of fiduciary duty and other violations of law in its transaction with Schweitzer-Mauduit.
Ademi LLP alleges Neenah’s financial outlook and prospects are excellent and yet Neenah shareholders will receive only 1.358 shares of Schweitzer-Mauduit common stock for each share of Neenah common stock owned. Following the closing of the transaction, Schweitzer-Mauduit shareholders will own approximately 58 percent of the combined company, and Neenah shareholders will own approximately 42 percent of the combined company, in each case, on a fully diluted basis. The transaction agreement unreasonably limits competing bids for Neenah by prohibiting solicitation of further bids, and imposing a significant penalty if Neenah accepts a superior bid. Neenah insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Neenah’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 Neenah.