Urovant Sciences, Ltd. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Urovant Sciences Ltd. (“UROV” or the “Company”) (NASDAQ: UROV) in connection with the proposed interested-party acquisition of the Company by Sumitovant Biopharma Ltd. (“Sumitovant”), UROV’s majority shareholder that currently owns 72% of the Company’s outstanding common shares. Under the terms of the acquisition agreement, the Company’s shareholders will receive only $16.25 in cash for each share of UROV common stock that they own.

WeissLaw is investigating whether (i) the special committee of UROV’s board was truly independent and acted to maximize shareholder value in agreeing to the proposed transaction, (ii) the $16.25 per share merger consideration adequately compensates UROV’s minority shareholders, (iii) the special committee was fully informed as to the valuation of the proposed acquisition of the Company, and (iv) all information regarding the sales process and valuation of the transaction will be fully and fairly disclosed. These issues are of particular concern given the influence and control Sumitovant wields over UROV by virtue of its ownership of a majority of the Company’s outstanding shares. Moreover, the per-share merger consideration is significantly lower than an analyst price target of $28.00, suggesting the special committee may have agreed to an undervalued deal at the behest of Sumitovant.\n\nWeissLaw LLP has litigated hundreds of stockholder class and derivative actions for violations of corporate and fiduciary duties. We have recovered over a billion dollars for defrauded clients and obtained important corporate governance relief in many of these cases. If you have information or would like legal advice concerning possible corporate wrongdoing (including insider trading, waste of corporate assets, accounting fraud, or materially misleading information), consumer fraud (including false advertising, defective products, or other deceptive business practices), or anti-trust violations, please email us at stockinfo@weisslawllp.com

Other Cases

March 2, 2021

Communications Systems, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Communications Systems, Inc. (“CSI” or the “Company”) (NASDAQ: JCS) in connection with the Company’s proposed merger with Pineapple Energy, LLC (“Pineapple”), a privately-held U.S. operator and consolidator of residential solar, battery storage, and grid services solutions. Under the terms of the merger agreement, CSI and Pineapple will combine through a reverse merger that will result in the combined company continuing to trade on the Nasdaq Capital Market under the new ticker symbol “PEGY.” In conjunction with the merger, CSI intends to divest substantially all its current operating and non-operating assets. CSI expects the sale proceeds from any pre-merger divestitures to be distributed in the form of a cash dividend to existing CSI shareholders prior to the effective date of the merger. In addition, CSI expects to distribute to the pre-merger shareholders a cash dividend of at least $1.00 per share prior to the closing of the merger. Moreover, under the terms of the merger agreement, (i) each CSI shareholder as of the merger record date, will receive Contingent Value Rights (“CVRs”) that reflect the right to receive that shareholder’s percentage of the net proceeds from the sale of legacy CSI businesses and assets, after the closing; and (ii) current CSI shareholders will retain shares in the combined company, initially holding approximately 37% of total shares outstanding.

Join Case →

March 1, 2021

Boingo Wireless, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Boingo Wireless, Inc. (“Boingo” or the “Company”) (NASDAQ: WIFI) in connection with the proposed acquisition of the Company by Digital Colony Management, LLC. Under the terms of the merger agreement, Boingo shareholders will receive $14.00 in cash for each Boingo share that they own. The transaction is valued at approximately $854 million.

Join Case →

March 1, 2021

Landmark Bancorp, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Landmark Bancorp, Inc. (“Landmark” or the “Company”) (OTC: LDKB) in connection with the proposed acquisition of the Company by Fidelity D & D Bancorp, Inc. (“Fidelity”) (NASDAQ: FDBC). Under the terms of the merger agreement, Landmark shareholders will receive $3.26 in cash and 0.272 shares of Fidelity common stock for each Landmark share that they own, representing implied per-share merger consideration of approximately $17.05 based upon Fidelity’s February 26, 2021 closing price of $50.70. The transaction is valued at approximately $43.4 million.

Join Case →