Ademi LLP is investigating Vector Group (NYSE: VGR) for possible breaches of fiduciary duty and other violations of law in its transaction with JT Group.
Vector Group stockholders will receive only $15.00 per share in cash, representing a total enterprise value of $924 million, or approximately $2.4 billion of total equity value (in addition to redemption or repayment of debt), through a tender offer and second-step merger. The transaction agreement unreasonably limits competing transactions for Vector Group by imposing a significant penalty if Vector Group accepts a competing bid. Vector Group insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Vector Group’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.