Ademi LLP is investigating Zogenix (NASDAQ: ZGNX) for possible breaches of fiduciary duty and other violations of law in its transaction with UCB.
Ademi LLP alleges Zogenix’s financial outlook and prospects are excellent and yet Zogenix shareholders will receive only $26.00 in cash at closing, plus a contingent value right for a potential cash payment of $2.00 upon satisfaction of certain conditions. The merger agreement unreasonably limits competing bids for Zogenix by prohibiting solicitation of further bids, and imposing a significant penalty if Zogenix accepts a superior bid. Zogenix insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Zogenix’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 Zogenix.