Ademi LLP is investigating bluebird (Nasdaq: BLUE) for possible breaches of fiduciary duty and other violations of law in its transaction with Carlyle and SK Capital.
In the tender offer transaction, bluebird stockholders will receive only $3.00 per share in cash and a contingent value right per share, entitling the holder to a payment of $6.84 in cash per contingent value right if bluebird’s current product portfolio achieves $600 million in net sales in any trailing 12-month period prior to or ending on December 31, 2027, for a potential total value of up to $9.84 per share in cash. bluebird insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for bluebird by imposing a significant penalty if bluebird accepts a competing bid. We are investigating the conduct of bluebird’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.