Ademi LLP is investigating Bottomline (Nasdaq: EPAY), for possible breaches of fiduciary duty and other violations of law in its transaction with Thoma Bravo.
Ademi LLP alleges Bottomline’s financial outlook and prospects are excellent and yet Bottomline shareholders will receive only $57.00 per share in cash in a transaction that values Bottomline at approximately $2.6 billion. The merger agreement unreasonably limits competing bids for Bottomline by prohibiting solicitation of further bids, and imposing a significant penalty if Bottomline accepts a superior bid. Bottomline insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Bottomline’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 Bottomline.