Ademi LLP is investigating NextCure for possible breaches of fiduciary duty in its recently announced transaction with Avere Therapeutics. Under the merger terms, pre-merger NextCure stockholders are expected to hold approximately 1.21% of the combined company, while pre-merger Avere stockholders will hold approximately 98.79%. NextCure stockholders will also receive a contingent value right entitling them to 90% of net proceeds from any monetization of NextCure's pipeline assets over two years following closing. The investigation focuses on whether the NextCure board is fulfilling its fiduciary duties, particularly given that insiders will receive substantial benefits as part of change of control arrangements and the transaction agreement imposes a significant penalty if NextCure accepts a competing bid.
NextCure IncMerger terms give NextCure stockholders only 1.21% of combined company, diluting their stake, and investigation suggests board may have breached fiduciary duties.
Avere stockholders will hold 98.79% of combined company, gaining control and substantial value from the merger.