Ademi LLP is investigating Five9 (NASDAQ: FIVN) for possible breaches of fiduciary duty and other violations of law in its transaction with Zoom.
Ademi LLP alleges Five9’s financial outlook is excellent and yet Five9 shareholders will receive only 0.5533 shares of Class A common stock of Zoom for each share of Five9. Based on the closing share price of Zoom Class A common stock as of July 16, 2021, this represents a per share price for Five9 common stock of $200.28 and an implied transaction value of approximately $14.7 billion. The merger agreement unreasonably limits competing bids for Five9 by prohibiting solicitation of further bids, and imposing a termination penalty if Five9 accepts a superior bid. Five9 insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Five9’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 Five9.