Ademi LLP is investigating Titan (NASDAQ: TTNP) for possible breaches of fiduciary duty and other violations of law in its transaction with KE Sdn. Bhd.
Titan will engage in a reverse merger with KE and will become minority stockholders of the combined company. Dato’ Seow Gim Shen, Chairman of the Board and Chief Executive Officer of Titan, is the holder of 47.4% of the outstanding shares of KE and non-insider Titan stockholders will own only 13% of the combined companies, post-merger. The transaction agreement unreasonably limits competing transactions for Titan by imposing a significant penalty if Titan accepts a competing bid. Titan insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Titan’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.