Ademi LLP is investigating Instructure (NYSE: INST) for possible breaches of fiduciary duty and other violations of law in its transaction with KKR.
Instructure stockholders will receive only $$23.60 per share in an all-cash transaction valued at an enterprise value of approximately $4.8 billion. The transaction agreement unreasonably limits competing transactions for Instructure by imposing a significant penalty if Instructure accepts a competing bid. Instructure insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Instructure’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.