Ademi LLP is investigating Satsuma (NASDAQ: STSA) for possible breaches of fiduciary duty and other violations of law in its transaction with Shin Nippon.
Satsuma’s shareholders are expected to receive only $0.91 per share in cash plus one non-tradeable CVR worth up to $5.77 per share in cash. CVR holders will be entitled to receive payments related to proceeds received by Shin Nippon in a future transaction involving STS101, including a potential sale, license, or other grant of rights. The CVR is based on cumulative proceeds received by Shin Nippon after making certain deductions. The transaction agreement unreasonably limits competing bids for Satsuma by imposing a significant penalty if Satsuma accepts a superior bid. Satsuma insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Satsuma’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 Satsuma.