Ademi LLP is investigating Adams (NYSE AMERICAN: AE) for possible breaches of fiduciary duty and other violations of law in its transaction with Tres Energy.
In the transaction, stockholders of Adams will receive only $38.00 per share in an all-cash transaction that values Adams at a total enterprise value (including bank debt and financial leases) of approximately $138.9 million.
The transaction agreement unreasonably limits competing transactions for Adams by imposing a significant penalty if Adams accepts a competing bid. Adams insiders will receive substantial benefits as part of change of control arrangements.