Ademi LLP is investigating Spectrum (NASDAQ: SPPI) for possible breaches of fiduciary duty and other violations of law in its transaction with Assertio.
Spectrum’s shareholders are expected to receive only a fixed exchange ratio of 0.1783 shares of Assertio common stock for each share of Spectrum common stock they own, implying an upfront value of $1.14 per Spectrum share (approximately $248 million) based on Assertio’s stock price on April 24, 2023. Additionally, Spectrum stockholders will receive one CVR per Spectrum share entitling them to receive up to an additional $0.20 per share in total (approximately $43 million), payable in cash or stock at Assertio's election, for $1.34 (approximately $291 million). Subject to adjustments, each CVR will represent the right to receive $0.10 payable upon ROLVEDON net sales (less certain deductions) achieving $175 million during the calendar year ending December 31, 2024, and $0.10 payable upon ROLVEDON net sales (less certain deductions) achieving $225 million during the calendar year ending December 31, 2025. The transaction agreement unreasonably limits competing bids for Spectrum by imposing a significant penalty if Spectrum accepts a superior bid. Spectrum insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Spectrum’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 Spectrum.