Merger Agreements and Investigations - Golden Entertainment will be acquired by Blake L. Sartini and VICI Properties in a sale-leaseback transaction, with stockholders receiving $30.00 per share, consisting of 0.902 shares of VICI common stock and $2.75 in cash [2] - Brighthouse Financial will be acquired by an affiliate of Aquarian Capital for $70.00 per share in an all-cash transaction valued at approximately $4.1 billion [4] - Forge Global Holdings will be acquired by Charles Schwab Corporation for $45 cash per common share [6] - Hologic will be acquired by Blackstone for $76 per share in cash, plus a contingent value right potentially worth up to $3 per share, totaling up to $79 per share [8] Investigations on Fiduciary Duties - Investigations are ongoing regarding whether the boards of Golden Entertainment, Brighthouse Financial, Forge Global Holdings, and Hologic breached their fiduciary duties by failing to conduct a fair process and whether the deal considerations provide fair value to shareholders [2][4][6][8]

Core Viewpoint - The law firm Brodsky & Smith is investigating potential claims against the Board of Directors of Denny's Corporation for possible breaches of fiduciary duty related to the sale of the company to Keke's Inc. for $6.25 per share in cash [1][2]. Group 1 - The investigation focuses on whether the Denny's Board failed to conduct a fair process and whether the sale price provides fair value to shareholders [2]. - The sale price of $6.25 per share is under scrutiny to determine if it adequately reflects the company's value [1][2]. - Brodsky & Smith has a history of representing shareholders in securities and class action lawsuits, indicating their expertise in handling such cases [3].

Accessibility StatementSkip Navigation MILWAUKEE, Nov. 3, 2025 /PRNewswire/ -- The Ademi Firm is investigating Kenvue (NYSE: KVUE) for possible breaches of fiduciary duty and other violations of law in its transaction with Kimberly-Clark. We specialize in shareholder litigation involving buyouts, mergers, and individual shareholder rights. For more information, please feel free to call us. Attorney advertising. Prior results do not guarantee similar outcomes. Contacts Ademi & Fruchter LLPGuri AdemiToll Free ...

Core Insights - The Ademi Firm is investigating Jamf for potential breaches of fiduciary duty and other legal violations related to its transaction with Francisco Partners [1][2] - Jamf shareholders are set to receive $13.05 per share in cash, which values the company at approximately $2.2 billion [2] - The transaction agreement includes provisions that significantly limit competing offers for Jamf, imposing penalties if a competing bid is accepted [2] Company and Transaction Details - Jamf insiders are expected to receive substantial benefits as part of the change of control arrangements [2] - The investigation focuses on whether the Jamf board of directors is fulfilling their fiduciary duties to all shareholders amidst the transaction [2]

Group 1 - Avidity is under investigation by the Ademi Firm for potential breaches of fiduciary duty and other legal violations related to its transaction with Novartis [1][3] - In the transaction, Avidity shareholders are set to receive $72.00 per share, which values the company at approximately $12 billion on a fully diluted basis [2] - The transaction agreement imposes significant penalties on Avidity for accepting competing bids, raising concerns about the board's fulfillment of fiduciary duties to shareholders [3]

Core Viewpoint - The Ademi Firm is investigating MidWestOne for potential breaches of fiduciary duty and other legal violations related to its transaction with Nicolet Bancshares, which involves a share exchange that may not be in the best interest of shareholders [1][3]. Transaction Details - MidWestOne shareholders will receive 0.3175 shares of Nicolet common stock for each share of MidWestOne, equating to approximately $41.37 per share based on Nicolet's closing stock price of $130.31 as of October 22, 2025 [2]. - The transaction agreement includes provisions that significantly limit competing offers for MidWestOne, imposing a substantial penalty if a competing bid is accepted [3]. Board Conduct - The investigation focuses on the actions of the MidWestOne board of directors to determine if they are adequately fulfilling their fiduciary duties to all shareholders amidst the transaction [3].

Core Insights - The Ademi Firm is investigating Middlefield (Nasdaq: MBCN) for potential breaches of fiduciary duty and other legal violations related to its transaction with Farmers National Banc Corp [1][3]. Transaction Details - In the transaction, Middlefield shareholders will receive 2.6 shares of Farmers common stock for each Middlefield share, valuing Middlefield shares at $36.17 based on Farmers' closing price of $13.91 on October 20, 2025 [2]. - Middlefield insiders are set to receive substantial benefits as part of change of control arrangements [2]. Investigation Focus - The transaction agreement imposes significant penalties on Middlefield for accepting competing bids, which raises concerns about the board of directors' fulfillment of their fiduciary duties to all shareholders [3].

Core Points - The Ademi Firm is investigating CNBN for potential breaches of fiduciary duty and other legal violations related to its transaction with HBT Financial Inc [1][3] - CNBN shareholders will receive either 1.0434 shares of HBT common stock per CNBN share, $27.73 in cash per share, or a combination of both, with an implied purchase price of $25.92 per share [2] - Upon completion of the transaction, CNBN shareholders are expected to own approximately 15% of HBT's outstanding common stock [2] - The transaction agreement includes a significant penalty for CNBN if it accepts a competing bid, raising concerns about the board's fiduciary duties [3]

Core Points - The Ademi Firm is investigating Lava (Nasdaq: LVTX) for potential breaches of fiduciary duty and other legal violations related to its transaction with XOMA Royalty [1] - Lava shareholders will receive an initial cash amount of $1.04 per share, which is lower than the previously agreed range of $1.16 to $1.24, along with a non-transferable contingent value right [2] - The minimum net-cash closing condition for the transaction has been amended from $31.5 million to $24.5 million [2] - The transaction agreement restricts competing bids for Lava by imposing significant penalties, raising concerns about the Lava board's fulfillment of fiduciary duties to shareholders [3]

Group 1 - TrueCar shareholders will receive $2.55 per share, equating to an equity value of approximately $227 million [2] - The transaction agreement restricts competing offers for TrueCar by imposing a significant penalty if a competing bid is accepted [2] - The Ademi Firm is investigating the TrueCar board of directors for potential breaches of fiduciary duty in relation to this transaction [2]