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Ademi LLP says it is investigating Salem (OTCQX: SALM) for possible breaches of fiduciary duty and other violations of law related to the company’s recently announced transaction with WaterStone. The firm alleges that the transaction terms may disadvantage Salem shareholders and raise concerns about the conduct of the Salem board of directors.
Under the announced deal, Salem stockholders are expected to receive $1.00 per share. Ademi LLP also states that Salem insiders would receive “substantial benefits” as part of change-of-control arrangements tied to the transaction.
Ademi LLP further alleges that the transaction agreement “unreasonably limits competing transactions” by imposing a significant penalty if Salem accepts a competing bid. The firm’s investigation focuses on whether these provisions are consistent with the board’s fiduciary duties to all shareholders.
According to Ademi LLP, it is investigating the conduct of the Salem board of directors and whether the board is fulfilling its fiduciary duties to all shareholders in connection with the WaterStone transaction.
Ademi LLP
Guri Ademi
Toll Free: (866) 264-3995
Fax: (414) 482-8001

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