Ademi LLP is investigating GI (Nasdaq: GTHX) for possible breaches of fiduciary duty and other violations of law in its transaction with Pharmacosmos.
GI shareholders will receive only $7.15 per share in cash for a total equity value of approximately $405 million. The transaction agreement unreasonably limits competing transactions for GI by imposing a significant penalty if GI accepts a competing bid. GI insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of GI’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.