Ademi LLP is investigating Zix (NASDAQ: ZIXI), for possible breaches of fiduciary duty and other violations of law in its transaction with OpenText.
Ademi LLP alleges Zix’s financial outlook and prospects are excellent and yet Zix shareholders will receive only $8.50 per share in cash, representing an enterprise value of $860 million. The merger agreement unreasonably limits competing bids for Zix by prohibiting solicitation of further bids, and imposing a significant penalty if Zix accepts a superior bid. Zix insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Zix’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 Zix.