We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Syros Pharmaceuticals, Inc. (“Syros” or the “Company”)(NASDAQ: SYRS) in connection with the proposed merger of the Company with TYME Technologies, Inc. (“TYME”) (NASDAQ: TYME). Under the terms of the merger agreement, the two companies will combine their businesses in an all-stock transaction that will result in one combined entity that will continue to trade publicly on the Nasdaq under the ticker symbol “SYRS.” Syros expects to issue approximately 74.3 million shares of its common stock to TYME stockholders to acquire TYME’s expected net cash at closing, and TYME stockholders are expected to receive approximately 0.4312 shares of Syros common stock for each share of TYME common stock. The actual number of shares to be issued in the merger and the exchange ratio will be subject to adjustment based on the amount of TYME’s net cash at closing and the number of TYME shares outstanding at closing.
Weiss Law is investigating whether Syros’ board acted in the best interest of Syros’ public shareholders in agreeing to the proposed transaction, whether the board was fully informed as to the valuation of the proposed acquisition by the Company, whether the deal’s equity split is fair to Syros shareholders, and whether all information regarding the sales process and valuation of the transaction will be fully and fairly disclosed. Notably, Syros shareholders holding approximately 28% of the outstanding shares of the Company’s common stock and TYME shareholders holding approximately 30% of the outstanding shares of TYME common have essentially locked up the deal, agreeing to vote their shares in favor of the merger.