Investors Challenge Strive's Merger with Semler Scientific
Terry Tran, a shareholder, has sued Semler Scientific, alleging misleading information regarding their merger with Strive.
A shareholder in the healthcare tech firm Semler Scientific has initiated legal proceedings to prevent the planned merger with Strive, an investment company that has shifted focus to Bitcoin assets under the guidance of former presidential hopeful Vivek Ramaswamy.
According to a legal document filed in Illinois, the shareholder, Terry Tran, accuses Semler Scientific of violating the Securities Exchange Act by providing deceptive information regarding the merger’s financial implications.
“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 proposal, announced in September, involves Strive intending to acquire Semler via a stock-for-stock exchange, granting Semler shareholders over 21 shares of Strive Class A stock per share owned.
An excerpt from the complaint. Source: Bloomberg Law
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Claims of Misinformation from Semler’s Board
Tran’s claims extend to the Semler board, noting that key figures including CEO Douglas Murphy-Chutorian and directors Eric Semler, William Chang, and Daniel Messina have not provided adequate information about the merger’s financial fairness.
The plaintiff seeks a court order to delay shareholder voting until necessary clarifications are made; if the merger has already taken place, they are seeking to overturn it or pursue monetary compensation.
Should the court favor the injunction, significant delays in finalizing the merger could occur. The case is currently under the jurisdiction of Ademi & Fruchter, a securities litigation firm based in Wisconsin.
Semler Scientific has been integrating Bitcoin as a main asset since 2024, acquiring more through several transactions.
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Strive and Semler’s Position in Bitcoin Holdings
Leading Bitcoin treasury holders include Strategy (MicroStrategy) and MARA Holdings, while Strive and Semler rank as notable smaller players at 17th and 20th, holding 5,885 BTC and 5,021 BTC respectively.
Top 20 Bitcoin treasury companies. Source: BitcoinTreasuries.Net
