Ademi LLP is investigating Zymergen (NASDAQ: ZY) for possible breaches of fiduciary duty and other violations of law in its transaction with Ginkgo.
Ademi LLP alleges Zymergen’s financial outlook and prospects are excellent and yet Zymergen holders will receive only 0.9179 Ginkgo shares for each Zymergen share, representing 5.25% pro forma ownership of Ginkgo following the transaction. The all-stock transaction values Zymergen at an approximately $300 million market capitalization. The transaction agreement unreasonably limits competing bids for Zymergen by imposing a significant penalty if Zymergen accepts a superior bid. Zymergen insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Zymergen’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 Zymergen.