Ademi LLP is investigating SeaSpine (NASDAQ: SPNE) for possible breaches of fiduciary duty and other violations of law in its transaction with Orthofix.
Ademi LLP alleges SeaSpine’s financial outlook and prospects are excellent and yet SeaSpine holders will receive only 0.4163 shares of Orthofix common stock for each share of SeaSpine common stock owned. The transaction agreement unreasonably limits competing bids for SeaSpine by imposing a significant penalty if SeaSpine accepts a superior bid. SeaSpine insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of SeaSpine’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 SeaSpine.