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Cases

March 8, 2023

Kimball International, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Kimball International, Inc. (“Kimball” or the “Company”) (NASDAQ: KBAL), in connection with the proposed acquisition of the Company by HNI Corporation (NYSE: HNI) (“HNI”). Under the terms of the merger agreement, the Company’s shareholders will receive $9.00 in cash and 0.1301 shares of HNI common stock for each share of Kimball common stock owned, representing implied per-share consideration of $12.90 based upon HNI’s March 7, 2023 closing price of $29.94.

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March 8, 2023

Diversey Holdings, Ltd. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Diversey Holdings, Ltd. (“Diversey” or the“Company”) (NASDAQ: DSEY), in connection with the proposed acquisition of the Company by Solenis. Under the terms of the merger agreement, the Company’s shareholders (other than shareholders affiliated with Bain Capital Private Equity (“Bain Capital”)) will receive $8.40 in cash for each share of Diversey common stock owned. Bain Capital will receive $7.84 per share in cash and will rollover a portion of its shares of Diversey into an affiliate of Solenis in exchange for common and preferred units of such affiliate.

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February 28, 2023

Infinity Pharmaceuticals, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Infinity Pharmaceuticals, Inc. (“Infinity” or the “Company”) (NASDAQ: INFI), in connection with its proposed merger with MEI Pharma, Inc. (NASDAQ: MEIP) (“MEI Pharma”). Under the terms of the merger agreement, Infinity will become a wholly owned subsidiary of MEI Pharma.

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February 28, 2023

Broadmark Realty Capital Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Broadmark Realty Capital Inc. (“Broadmark” or the “Company”) (NYSE: BRMK) in connection with its proposed merger with Ready Capital Corporation (“Ready Capital”) (NYSE:RC). Under the terms of the merger agreement, each share of Broadmark common stock will be converted into 0.47233 shares of Ready Capital common stock, representing implied per-share consideration of $5.27 based on Ready Capital’s February 27, 2023 closing price of $11.16.

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February 28, 2023

Focus Financial Partners Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Focus Financial Partners Inc. (“Focus” or the “Company”) (NASDAQ: FOCS) in connection with the proposed acquisition of the Company by affiliates of Clayton, Dubilier & Rice, LLC. Under the terms of the merger agreement, the Company’s shareholders will receive $53.00 in cash for each share of Focus common stock owned.

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February 27, 2023

Wayne Savings Bancshares, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Wayne Savings Bancshares, Inc. (“Wayne” or the “Company”) (OTC: WAYN), in connection with its proposed merger with Main Street Financial Services Corp. (OTC: MSWV) (“Main Street”). Under the merger agreement, the Company’s shareholders will receive 1.7446 shares of Main Street common stock for each Wayne share, representing implied per-share consideration of $32.23 based on Main Street’s February 24, 2023 closing price of $19.05.

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February 22, 2023

INDUS Realty Trust, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of INDUS Realty Trust, Inc. (“INDUS” or the “Company”) (NASDAQ: INDT), in connection with the proposed acquisition of the Company by affiliates of Centerbridge Partners, L.P. Under the terms of the merger agreement, the Company’s shareholders will receive $67.00 for each share of INDUS common stock owned.

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February 17, 2023

TravelCenters of America Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of TravelCenters of America Inc. (“TravelCenters” or the “Company”) (NASDAQ: TA) in connection with the proposed acquisition of the Company by BP p.l.c. (NYSE: BP). Under the terms of the merger agreement, the Company’s shareholders will receive $86.00 in cash for each share of TravelCenters common stock owned.

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February 10, 2023

Global Payments Inc. Investigation

We are investigating possible breaches of fiduciary duty and violations of the federal securities laws by the Board of Directors and senior officers of Global Payments Inc. (NYSE: GPN) (“Global Payments” or the “Company”) and its wholly owned subsidiary, Active Network, for engaging in deceptive business practices to enroll consumers in discount club memberships without customer knowledge or consent and for renewing said memberships in violation of Regulation E of the Electronic Fund Transfer Act.

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