Ademi LLP is investigating Sharecare (Nasdaq: SHCR) for possible breaches of fiduciary duty and other violations of law in its transaction with Altaris.
In the transaction, Sharecare public shareholders will receive $1.43 per share for each outstanding share of Sharecare common stock held. Jeff Arnold has agreed to vote his shares in favor of the transaction, and will roll over substantially all of his existing equity and continue to be a significant shareholder following this transaction. In addition, Arnold will continue to serve as executive chairman and Layton as CEO, and Sharecare’s current executive leadership team is expected to continue in their roles following the close of the transaction. Together, all directors and executive officers as a group own approximately 30% of the outstanding shares.
The transaction agreement unreasonably limits competing transactions for Sharecare by imposing a significant penalty if Sharecare accepts a competing bid. Sharecare insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Sharecare’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.