Halper Sadeh investigates four merger deals involving Priority, MISTRAS, Baldwin and Utz

  • Halper Sadeh is investigating four proposed sales for potential shareholder-rights violations.
  • Priority’s proposed sale to Thomas Priore’s group offers $8.05 per share in cash.
  • The firm says shareholders can discuss their rights without upfront legal fees or expenses.

Halper Sadeh LLC is investigating four proposed all-cash transactions involving Priority Technology Holdings, MISTRAS Group, Baldwin Group and Utz Brands for potential violations of federal securities laws and breaches of fiduciary duties. Priority is being sold to an investor group led by Chairman and Chief Executive Officer Thomas Priore for $8.05 per share; MISTRAS to affiliates of H.I.G. Capital for $20.35; Baldwin to Sequence Holdings and DFO Management for $32.50; and Utz to Intersnack Group GmbH & Co. KG for $14.25. Existing transaction descriptions put Priority’s enterprise value at approximately $1.6 billion, MISTRAS’ at approximately $866 million including outstanding debt, and Utz’s at approximately $2.9 billion. Halper Sadeh said deal terms may restrict superior competing offers and that insiders may receive benefits unavailable to ordinary shareholders. The firm may seek increased consideration, additional disclosures and other relief on shareholders’ behalf, and offers consultations without upfront legal fees or expenses under a contingent-fee arrangement.

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