Ademi LLP is investigating PhenomeX (NASDAQ: CELL) for possible breaches of fiduciary duty and other violations of law in its transaction with Bruker Corporation.
In the transaction, PhenomeX stockholders are expected to receive only $1.00 per share in cash, for a total equity value of approximately $108 million. The transaction agreement unreasonably limits competing transactions for PhenomeX by imposing a significant penalty if PhenomeX accepts a competing bid. PhenomeX insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of PhenomeX’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.