Ademi LLP is investigating (NASDAQ: SUNS), for possible breaches of fiduciary duty and other violations of law in its transaction with SLRC.
Ademi LLP alleges SUNS’s financial outlook and prospects are excellent and yet SUNS shareholders will receive an amount of SLRC shares with a net asset value (“NAV”) equal to the NAV of SUNS shares that they hold at the time of closing. The exchange ratio will be determined within forty-eight hours prior to the closing such that shares issued by SLRC to SUNS shareholders will result in an ownership split of the combined company based on the respective NAVs of each of SLRC and SUNS. For illustrative purposes, based on NAVs as of September 30, 2021 and including expected transaction costs and distributions, SLRC would issue approximately 0.7763 shares for each SUNS share outstanding, resulting in approximate pro forma ownership of 77.2% for current SLRC stockholders and 22.8% for current SUNS stockholders.
The merger agreement unreasonably limits competing bids for SUNS by prohibiting solicitation of further bids, and imposing a significant penalty if SUNS accepts a superior bid. SUNS insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of SUNS’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 SUNS.