Ademi LLP is investigating Zynga (NASDAQ: ZNGA) for possible breaches of fiduciary duty and other violations of law in its transaction with Take-Two.
Ademi LLP alleges Zynga's financial outlook and prospects are excellent and yet Zynga shareholders will receive only $3.50 in cash and $6.361 in shares of Take-Two common stock for each share of Zynga common stock outstanding at the closing of the transaction. The cash and stock transaction values Zynga at $9.861 per share, based on the market close as of January 7, 2022, with a total enterprise value of approximately $12.7 billion. The merger agreement unreasonably limits competing bids for Zynga by prohibiting solicitation of further bids, and imposing a significant penalty if Zynga accepts a superior bid. Zynga insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Zynga'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 Zynga.