Ademi LLP is investigating Redbox (Nasdaq: RDBX) for possible breaches of fiduciary duty and other violations of law in its transaction with CSS Entertainment.
Ademi LLP alleges Redbox’s financial outlook and prospects are excellent and yet Redbox holders will receive only 0.087 of a share of class A common stock of CSS Entertainment per Redbox share. Following the close of the transaction, CSS Entertainment stockholders will own approximately 76.5% of the combined company, and Redbox stockholders will own approximately 23.5% of the combined company, on a fully diluted basis. Redbox stockholders holding approximately 86% of the Redbox voting power have entered into a voting agreement to approve the transaction. The transaction agreement unreasonably limits competing bids for Redbox by prohibiting solicitation of further bids, and imposing a significant penalty if Redbox accepts a superior bid. Redbox insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Redbox’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 Redbox.