Ademi LLP is investigating Decibel (NASDAQ: DBTX) for possible breaches of fiduciary duty and other violations of law in its transaction with Regeneron.
In the transaction, Decibel stockholders are expected to receive only $4.00 per share of Decibel common stock payable in cash at closing, with an additional non-tradeable contingent value right (CVR) to receive up to $3.50 per share in cash upon achievement of certain clinical development and regulatory milestones for Decibel’s lead investigational candidate, DB-OTO, within specified time periods. The transaction agreement unreasonably limits competing transactions for Decibel by imposing a significant penalty if Decibel accepts a competing bid. Decibel insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Decibel’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.