Halper Sadeh investigates four U.S. deals over shareholder rights concerns

The law firm said it is reviewing sales involving CBIZ, Safety Insurance Group and TriCo Bancshares, along with Neuphoria Therapeutics' merger, over possible securities law or fiduciary duty violations.

Summary

Halper Sadeh LLC said it is investigating four proposed corporate transactions for potential violations of federal securities laws and possible breaches of fiduciary duties to shareholders. The reviews cover CBIZ, Inc.'s sale to Grant Thornton Advisors LLC for $55.00 in cash per share, Safety Insurance Group Inc.'s sale to an affiliate of Mapfre S.A. for $105.00 per share in cash, Neuphoria Therapeutics Inc.'s merger with Scancell Holdings plc, and TriCo Bancshares' sale to First Hawaiian, Inc. in an all-stock deal worth 2.095 First Hawaiian shares for each TriCo share. Under the proposed terms, Neuphoria shareholders would own 14.5% of the combined company after closing, while TriCo shareholders are expected to own about 35%. The firm said it may seek increased consideration, additional disclosures and other relief on behalf of shareholders.

Terms & Concepts
  • fiduciary duties: legal obligations to act in shareholders' interests
  • all-stock deal: acquisition paid with shares instead of cash
  • combined company: the merged business after a transaction closes