Ademi LLP is investigating Pulmatrix (Nasdaq: PULM) for possible breaches of fiduciary duty and other violations of law in its transaction with Cullgen.
In the transaction, Pulmatrix stockholders are expected to own approximately 3.6% of the combined company, and pre-merger Cullgen stockholders are expected to own approximately 96.4% of the combined company. The transaction agreement unreasonably limits competing transactions for Pulmatrix by imposing a significant penalty if Pulmatrix accepts a competing bid. Pulmatrix insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Pulmatrix’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.