Halper Sadeh investigates five proposed corporate transactions

  • Halper Sadeh is investigating proposed WaFd, Distribution Solutions Group, Baldwin, ACV and Swarmer transactions.
  • Consideration includes 40.8% ownership for WaFd shareholders, per-share cash offers of $35.00, $32.50 and $10.50, and up to $224 million for Swarmer.
  • The firm cites potential securities-law and fiduciary-duty issues and may seek higher consideration, disclosures or other shareholder benefits.

Halper Sadeh LLC said it is investigating five proposed transactions for potential federal securities-law violations and breaches of fiduciary duties to shareholders: WaFd’s merger with EverBank, Distribution Solutions Group’s sale to LKCM Headwater affiliates, Baldwin Group’s sale to Sequence Holdings and DFO Management, ACV’s sale to Copart, and Swarmer’s merger with Ratel Robotics. The proposed consideration includes 40.8% ownership of the combined WaFd-EverBank company for WaFd shareholders, $35.00 per Distribution Solutions Group share, $32.50 per Baldwin share, $10.50 per ACV share, and up to $224 million in cash and stock for Swarmer. The firm said the transactions may restrict superior competing offers or provide insiders with benefits unavailable to ordinary shareholders, and that it may seek higher consideration, additional disclosures and information, or other shareholder relief. Consultations are offered at no cost or obligation, with matters handled on a contingent-fee basis.

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