Ademi LLP is investigating VEREIT (NYSE: VER) for possible breaches of fiduciary duty and other violations of law in its transaction with Realty Income.
Ademi LLP alleges VEREIT’s financial outlook is excellent and yet VEREIT shareholders will receive only 0.705 shares of Realty Income stock for every share of VEREIT stock they own. The merger agreement unreasonably limits competing bids for VEREIT by prohibiting solicitation of further bids, and imposing a termination penalty if VEREIT accepts a superior bid. VEREIT insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of VEREIT’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 VEREIT.