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Cases

May 24, 2021

Strongbridge Biopharma plc Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Strongbridge Biopharma plc (“Strongbridge” or the “Company”) (NASDAQ: SBBP) in connection with the Company’s proposed merger with Xeris Pharmaceuticals, Inc. (“Xeris”) (NASDAQ: XERS). Under the terms of the merger agreement, Strongbridge shareholders will receive 0.7840 shares of Xeris common stock for each share of Strongbridge common stock that they own, representing implied per-share merger consideration of approximately $2.72 based upon Xeris’ May 21, 2021 closing price of $3.47. Strongbridge shareholders will also receive a contingent value right, worth up to $1.00 per share, payable in cash or Xeris common stock at Xeris’ election, upon achievement of certain triggering events. At close of the transaction, Xeris shareholders are expected to own approximately 60% of the newly-combined company, with Strongbridge stockholders owning only approximately 40%.

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May 24, 2021

MMA Capital Holdings, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of MMA Capital Holdings, Inc. (“MMAC” or the “Company”) (NASDAQ: MMAC) in connection with the proposed acquisition of the Company with an affiliate of Fundamental Advisors LP. Under the terms of the merger agreement, the Company’s shareholders will receive $27.77 per share in cash. The all-cash transaction is valued at approximately $161.7 million.

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May 24, 2021

Cimarex Energy Co. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Cimarex Energy Co. (“Cimarex” or the “Company”) (NYSE: XEC) in connection with the proposed merger of the Company with Cabot Oil & Gas Corporation (“Cabot”) (NYSE: COG). Under the terms of the merger agreement, Cimarex shareholders will receive 4.0146 shares of Cabot common stock for each share of Cimarex common stock that they own, representing implied per-share merger consideration of approximately $71.50 based upon Cabot’s May 21, 2021 closing price of $17.81. At close of the transaction, Cimarex shareholders are expected to own 50.5% of the newly-combined company, with Cabot stockholders owning approximately 49.5%.

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May 19, 2021

Aerpio Pharmaceuticals, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Aerpio Pharmaceuticals, Inc. (“Aerpio” or the “Company”) (NASDAQ: ARPO) in connection with the proposed merger of the Company with privately-held Aadi Bioscience, Inc. (“Aadi”). Under the terms of the merger agreement, the two companies will combine their businesses in an all-stock transaction that will result in one combined entity that will trade publicly on the NASDAQ. At close of the transaction, Aadi shareholders are expected to own approximately 66.8% of the newly-combined company, with Aerpio shareholders owning only approximately 33.2%. Following the closing of a concurrent PIPE financing, Aerpio shareholders will own only approximately 14.7% of the combined company.

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May 19, 2021

Altabancorp Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Altabancorp (“ALTA” or the “Company”) (NASDAQ: ALTA) in connection with the Company’s proposed merger with Glacier Bancorp, Inc. (“Glacier”) (NASDAQ: GBCI). Under the terms of the merger agreement, ALTA shareholders will receive 0.7971 shares of Glacier stock for each ALTA share they own, representing implied per-share merger consideration of approximately $47.71 based upon Glacier’s May 18, 2021 closing price of $59.85.

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May 19, 2021

Core-Mark Holding Company, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Core-Mark Holding Company, Inc. (“Core-Mark” or the “Company”) (NASDAQ: CORE) in connection with the Company’s proposed acquisition by Performance Food Group Company (“PFG”) (NYSE: PFGC). Under the terms of the merger agreement, Core-Mark’s shareholders will receive $23.875 in cash and 0.44 PFG shares for each Core-Mark share they own, representing implied per-share merger consideration of approximately $45.22 based upon PFG’s May 18, 2021 closing price of $48.52. The transaction is valued at approximately $2.5 billion. Following consummation of the cash-and-stock transaction, existing Core-Mark shareholders will own approximately 13% of the combined company.

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May 19, 2021

Ondas Holdings Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Ondas Holdings Inc. (“Ondas” or the “Company”) (NASDAQ: ONDS) in connection with the Company’s proposed acquisition of American Robotics, Inc. (“American Robotics”) in a mixed cash-and-stock transaction. Under the terms of the merger agreement, Ondas will acquire American Robotics for (a) cash consideration of approximately $7,500,000, (b) 6,750,000 shares of Company common stock, (c) warrants exercisable for 1,875,000 shares of Company common stock, and (d) a potential cash payment released to the Company’s stockholders from the Company’s PPP Loan Escrow Amount. The proposed transaction is valued at approximately $70.6 million.

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May 17, 2021

Discovery, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Discovery Inc. (“Discovery” or the “Company”) (NASDAQ: DISCA, DISCB, DISCK) in connection with the Company’s agreement with AT&T Inc. (“AT&T”) (NYSE: T), to combine WarnerMedia’s entertainment, sports and news assets with Discovery’s nonfiction and international entertainment and sports businesses to create a standalone global entertainment company. Under the terms of the agreement, which is structured as an all-stock, Reverse Morris Trust transaction, AT&T would receive $43 billion (subject to adjustment) in a combination of cash, debt securities, and WarnerMedia’s retention of certain debt. AT&T’s shareholders will receive stock representing 71% of the new company with Discovery shareholders owning 29% of the new company.

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May 14, 2021

Dakota Territory Resource Corp. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Dakota Territory Resource Corp. (“Dakota” or the “Company”) (OTC: DTRC) in connection with the Company’s proposed interested-party merger with JR Resources Corp. (“JR Resources), its largest shareholder. Under the terms of the merger agreement, JR Resources and the Company have incorporated a new company (“NewCo”) that will acquire all of the outstanding securities of JR Resources and of the Company in exchange for securities of NewCo. Shareholders of JR Resources will receive a number of NewCo shares of common stock equal to their percentage shareholding in JR Resources multiplied by the 142,566,667 Dakota shares that JR Resources owns. Shareholders of the Company other than JR Resources will receive one share of common stock of NewCo for each share of common stock of Dakota that they hold.

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