Bull & Lifshitz, LLP Announces Investigation of the Acquisition of A.D.A.M. Inc.
Posted on September 03, 2010 at 19:01 PM EDT
Bull & Lifshitz, LLP announces an investigation into possible breaches of fiduciary duty in connection with the proposed acquisition of A.D.A.M. Inc. (NASDAQ: ADAM) (referred to as "A.D.A.M." or the “Company”) by Ebix Inc. (referred to as "Ebix") in a transaction valued at approximately $66 million.
Under the proposed agreement, each share of A.D.A.M. common stock (other than shares owned by the Company) will be converted into the right to receive 0.3122 shares (the “Exchange Ratio”) of common stock of Ebix, subject to certain adjustments specified in the Merger Agreement.
The Exchange Ratio will be adjusted downward if, prior to the closing, A.D.A.M. fails to pay at or prior to closing (i) the amount of any A.D.A.M. debt owed out of ADAM's cash on hand, (ii) the amount of expenses of A.D.A.M.'s financial advisor in excess of $650,000 out of ADAM's cash on hand, or (iii) the amount of expenses of A.D.A.M.'s legal counsel out of A.D.A.M.'s cash on hand. If there is an adjustment event, then A.D.A.M.'s common stockholders will receive a number of shares of Ebix common stock equal to the aggregate merger consideration of $65,350,000 minus (a) $5,071,000 for ADAM options and minus (b) $947,000 for A.D.A.M.'s outstanding warrant, minus the amounts under clauses (i), (ii) and (iii) to the extent not paid by A.D.A.M. at or prior to the closing, divided by $19.06, which was the agreed upon value of Ebix common stock for purposes of the Merger Agreement.
Bull & Lifshitz, LLP's investigation is focused on whether the proposed deal provides adequate value to the Company’s shareholders.
If you are a shareholder of A.D.A.M. and would like more information about our investigation, please contact Joshua M. Lifshitz, Esq. by telephone at (866) 313-6222 or by sending an e-mail including your contact information to: email@example.com. We will, without obligation or cost to you, attempt to answer your questions.
Bull & Lifshitz, LLP is a New York City-based law firm with significant experience representing investors in merger-related shareholder class actions, shareholder derivative actions, and securities fraud class actions. For more information about the firm, please visit our website at www.nyclasslaw.com.
ATTORNEY ADVERTISING. © 2010 Bull & Lifshitz, LLP. The law firm responsible for this advertisement is Bull & Lifshitz, LLP, 18 East 41st Street, New York, New York 10017, (212) 213-6222. Prior results do not guarantee or predict a similar outcome with respect to any future matter.
Joshua M. Lifshitz, Esq.
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