Ademi LLP is investigating Romeo (NYSE: RMO) for possible breaches of fiduciary duty and other violations of law in its transaction with Nikola.
Ademi LLP alleges Romeo’s financial outlook and prospects are excellent and yet Romeo holders will receive only 0 0.1186 of a share of Nikola common stock for each Romeo share, representing an equity value of approximately $144 million and 4.5% pro forma ownership of Nikola. The proposed exchange ratio implies a consideration of $0.74 per Romeo share. The transaction agreement unreasonably limits competing bids for Romeo by imposing a significant penalty if Romeo accepts a superior bid. Romeo insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Romeo’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 Romeo.