Ademi LLP is investigating Tripadvisor (NASDAQ: TRIP) for possible breaches of fiduciary duty and other violations of law in its transaction with Tripadvisor.
In the transaction, Tripadvisor will repurchase of the Tripadvisor common stock held by Liberty TripAdvisor. The implied share price for the acquisition of such shares of Tripadvisor common stock from Liberty Tripadvisor is $16.21 (which reflects a substantial premium). The aggregate transaction value is approximately $435 million. Tripadvisor insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Tripadvisor by imposing a significant penalty if Tripadvisor accepts a competing bid. We are investigating the conduct of Tripadvisor’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.