- A shareholder filed a lawsuit to block the merger of Semler Scientific and Strive, led by Vivek Ramaswamy.
- The complaint alleges that Semler Scientific’s board did not provide enough information about the deal’s financial fairness and impact.
- The lawsuit seeks to stop the shareholder vote on the merger until more thorough disclosures are made.
- If approved, the deal would see Semler shareholders receive 21.05 shares of Strive for each Semler share they hold.
- Both companies are among the top 20 public holders of Bitcoin, each holding over 5,000 BTC.
A shareholder of Semler Scientific has filed a lawsuit aiming to stop the company’s planned merger with Strive, an asset manager that became a Bitcoin treasury firm. The complaint was submitted in the U.S. District Court for the Northern District of Illinois on Tuesday and accuses Semler Scientific and its board of directors of violating U.S. securities law by providing misleading shareholder voting materials.
According to the lawsuit, the shareholder, Terry Tran, alleges that the merger documents do not provide enough information about the effects and fairness of the proposed deal. The plaintiff claims that the registration statement is incomplete and could mislead shareholders regarding the financial impact of the merger and whether it is fair to them.
“The Registration Statement is materially incomplete and misleading with respect to the financial impacts of the Proposed Transaction on the combined company and the financial fairness of the Proposed Transaction,” the complaint states. Tran asks the court to stop the upcoming shareholder vote or any steps toward completing the merger until Semler Scientific issues more accurate disclosures. If the merger already happens, the shareholder requests the court to cancel it or award monetary damages.
The merger plan, announced in September, involves a stock-for-stock exchange. Strive intends to acquire Semler Scientific, so Semler shareholders would get 21.05 shares of Strive Class A common stock for every Semler share they own.
The law firm handling the case is Ademi & Fruchter, which focuses on securities litigation. Both Strive and Semler Scientific rank among the top 20 public companies holding Bitcoin, with Strive holding 5,885 BTC and Semler holding 5,021 BTC. These figures place them within a growing group of companies choosing to use Bitcoin as treasury assets.
For more details, the original complaint is available here.
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