Brodsky & Smith investigates boards of five companies over merger fairness

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2▲0 ▼0Impact / 5
Summary · why it matters

Brodsky & Smith is investigating the boards of Personalis, Distribution Solutions Group, Cross Country Healthcare, Nuvalent, and Dana Incorporated for potential fiduciary duty breaches in connection with their proposed acquisitions. Personalis is being acquired by Tempus AI for $16.25 per share, representing a total enterprise value of $1.5 billion net of Tempus’ existing ownership. Distribution Solutions Group is being acquired by LKCM Headwater Investments for $35.00 per share in cash, with LKCM Headwater and its affiliates already owning approximately 79% of the company’s outstanding common stock. Cross Country Healthcare is being acquired by Knox Lane for $13.25 per share in an all-cash transaction valued at $437 million. Nuvalent is being acquired by GSK for $124.00 per share in cash in a deal valued at $10.6 billion. Dana is being acquired by Eaton in a transaction valued at approximately $5.1 billion, where Eaton shareholders will own at least 50.1% and Dana shareholders approximately 49.9% of the combined company at close, and Eaton will receive a cash distribution of approximately $1.1 billion. The investigations focus on whether the boards failed to conduct a fair process and whether the proposed transactions pay fair value to shareholders.

Impact on assets 8

Biotech & Genomic Medicine▲
Nuvalent Inc
NUVL
± MixedRegulationrelevance

Investigation into board's fiduciary duties regarding acquisition fairness; outcome uncertain.

Personalis Inc
PSNL
± MixedRegulationrelevance

Investigation into board's fiduciary duties regarding acquisition fairness; outcome uncertain.

Health Care▲
Electrification & Mobility▲
Dana Inc
DAN
± MixedRegulationrelevance

Investigation into board's fiduciary duties regarding acquisition fairness; outcome uncertain.

Industrials▲
Energy Transition & Power Demand▲
Artificial Intelligence▲