Ademi LLP is investigating Urstadt Biddle (NYSE: UBA and UBP) for possible breaches of fiduciary duty and other violations of law in its transaction with Regency.
Urstadt Biddle public stockholders are expected to receive only $0.347 of a newly-issued REG share for each UBA or UBP share they own, representing a total consideration of approximately $20.40 per share based on Regency’s closing share price on May 17, 2023. Upon closing, Regency and Urstadt Biddle shareholders will own approximately 93% and 7% of the combined company, respectively. The transaction agreement unreasonably limits competing bids for Urstadt Biddle by imposing a significant penalty if Urstadt Biddle accepts a superior bid. Urstadt Biddle insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Urstadt Biddle’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 Urstadt Biddle.