The investor rights law firm said it is examining whether the proposed deals treat shareholders fairly, including AstroNova's $29.00-per-share cash sale and a merger that would leave REFI holders with about 50.5% of the combined company.
Halper Sadeh LLC said it is investigating AstroNova, Inc., Chicago Atlantic BDC, Inc., and Chicago Atlantic Real Estate Finance, Inc. over proposed transactions that it says may involve potential violations of federal securities laws and/or breaches of fiduciary duties (obligations to act in shareholders' interests). The firm said insiders may receive substantial financial benefits not available to ordinary shareholders and that deal terms may limit superior competing offers. The matters under review include AstroNova's sale to Arcline Investment Management for $29.00 per share in cash, Chicago Atlantic BDC's merger with Chicago Atlantic Real Estate Finance, and Chicago Atlantic Real Estate Finance's merger with Chicago Atlantic BDC, under which REFI shareholders would own approximately 50.5% of the combined company at closing. Halper Sadeh said it may seek increased consideration (improved deal value), additional disclosures, or other relief on behalf of shareholders, and added that it would handle any matter on a contingent fee basis (fees paid only if successful), with no out-of-pocket payment of legal fees or expenses.