Ademi LLP is investigating R1 (NASDAQ: RCM) for possible breaches of fiduciary duty and other violations of law in its transaction with TowerBrook and CD&R.
R1 stockholders will receive only $14.30 per share in an all-cash transaction with an enterprise value of approximately $8.9 billion. TowerBrook is currently the beneficial owner of approximately 36% of R1’s outstanding shares of common stock, including the warrant held by TowerBrook. The transaction agreement unreasonably limits competing transactions for R1 by imposing a significant penalty if R1 accepts a competing bid. R1 insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of R1’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.