Ademi LLP is investigating USA Truck (NASDAQ:USAK) for possible breaches of fiduciary duty and other violations of law in its transaction with DB Schenker.
Ademi LLP alleges USA Truck’s financial outlook and prospects are excellent and yet USA Truck holders will receive only $31.72 per share in cash, which values USA Truck at approximately $435 million, including assumed cash and deb. The transaction agreement unreasonably limits competing bids for USA Truck by imposing a significant penalty if USA Truck accepts a superior bid. USA Truck insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of USA Truck’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 USA Truck.