Ademi LLP is investigating Acceleron (Nasdaq: XLRN), for possible breaches of fiduciary duty and other violations of law in its transaction with Merck.
Ademi LLP alleges Acceleron’s financial outlook and prospects are excellent and yet Acceleron shareholders will receive only $180 per share in cash for an approximate total equity value of $11.5 billion. The merger agreement unreasonably limits competing bids for Acceleron by prohibiting solicitation of further bids, and imposing a significant penalty if Acceleron accepts a superior bid. Acceleron insiders will receive substantial benefits as part of change of control arrangements. We are investigating the conduct of Acceleron’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Acceleron.