Ademi LLP is investigating Spirit (NYSE: SPR) for possible breaches of fiduciary duty and other violations of law in its transaction with Nokia.
Spirit stockholders will receive Boeing common stock equal to an exchange ratio calculated as $37.25 divided by the volume weighted average share price of Boeing common stock over the 15-trading-day period ending on the second trading day prior to the closing (the "Closing Price"), subject to a floor of $149.00 per share of Boeing common stock and a ceiling of $206.94 per share of Boeing common stock. Spirit shareholders will receive 0.25 shares of Boeing common stock for each of their shares of Spirit common stock if the Closing Price is at or below $149.00, and 0.18 shares of Boeing common stock for each of their shares of Spirit common stock if the Closing Price is at or above $206.94. At $37.25 per share, this represents an equity value of approximately $4.7 billion and an enterprise value of approximately $8.3 billion including Spirit's last reported net debt.
The transaction agreement unreasonably limits competing transactions for Spirit by imposing a significant penalty if Spirit accepts a competing bid. Spirit insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Spirit’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.