Ademi & O’Reilly, LLP is investigating Stemline (Nasdaq: STML) for possible breaches of fiduciary duty and other violations of the law in connection with the sale to Menarini.
Ademi & O’Reilly, LLP alleges Stemline’s financial outlook is improving and yet shareholders will receive only $12.50 per share, consisting of an upfront payment of $11.50 in cash and one non-tradeable Contingent Value Right that will entitle each holder to an additional $1.00 in cash per share upon completion of the first sale of ELZONRIS in any EU5 country after European Commission approval representing an enterprise value of approximately $677 million. The merger agreement unreasonably limits competing bids for Stemline by prohibiting solicitation of further bids, and imposing a termination penalty if Stemline accepts a superior bid. Stemline insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Stemline’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 Stemline.