BALA CYNWYD, Pa., Oct. 08, 2025 (GLOBE NEWSWIRE) -- Brodsky & Smith reminds investors of the following investigations. If you own shares and wish to discuss the investigation, contact Jason Brodsky (jbrodsky@brodskysmith.com) or Marc Ackerman (mackerman@brodskysmith.com) at 855-576-4847. There is no cost or financial obligation to you. 89bio, Inc. (Nasdaq - ETNB) Under the terms of the Merger Agreement, 89bio will be acquired by Roche (SIX: RO, ROG; OTCQX: RHHBY) for $14.50 per share in cash, plus a non-tra ...

Core Insights - Union Pacific Corporation (UNP) is facing challenges due to normalized e-commerce sales, soft consumer markets, geopolitical uncertainty, and high inflation, leading to weak volumes and reduced fuel-surcharge revenues [1][9] Financial Performance - The operating ratio is under pressure due to revenue weaknesses, with operating expenses declining by 3% year over year in 2024 as UNP implements cost-cutting measures and improves efficiency through longer trains and increased freight velocity [2][9] - In 2023, UNP generated a free cash flow of $1.54 billion and returned $3.9 billion to shareholders, with dividends increased twice in 2021 and further raised to $1.34 per share in July 2024 and $1.38 per share in July 2025 [3][9] Merger and Acquisition Activity - UNP has agreed to acquire Norfolk Southern Corporation (NSC) in a stock and cash transaction, expected to close by early 2027, which is anticipated to be accretive to adjusted EPS in the second full year post-closing and deliver high single-digit growth thereafter [4][5] - The merger will create a combined entity valued at $250 billion, generating $2.75 billion in annualized synergies, enhancing freight competitiveness, improving transit times, and expanding intermodal services [6][9] Labor Relations - A historic agreement has been secured between SMART-TD, the largest U.S. railroad union, and Union Pacific, guaranteeing lifetime job protection for members in train and yardmaster roles amid the proposed merger, preventing involuntary furloughs and ensuring preferential hiring [7] Industry Developments - Other rail industry updates include a partnership between Canadian National Railway (CNI) and CSX Corporation to launch an intermodal rail service into Nashville, TN, enhancing freight connectivity across North America [8]

Group 1 - Johnson Fistel, PLLP has initiated an investigation into the board members of Integral Ad Science Holding Corp. (IAS) regarding potential breaches of fiduciary duties related to the proposed sale to Novacap [1] - The proposed acquisition price is $10.30 per share, which is significantly lower than the average Wall Street analyst price target of $13.04 per share, with some targets reaching as high as $18.00 per share [7] - IAS's initial public offering was priced at $18.00 per share, indicating that the proposed sale undervalues the company [7] Group 2 - Shareholders who believe the proposed deal undervalues their investment are encouraged to join the investigation [3] - Johnson Fistel, PLLP is recognized as a leading law firm in securities fraud and investor rights, with a history of recovering significant amounts for clients [5] - The firm has been ranked among the Top 10 Plaintiff Law Firms in 2024, having recovered approximately $90.725 million for clients in various cases [5]

Group 1 - The Competition Bureau Canada is set to review the proposed $53 billion (C$72.85 billion) merger between Anglo American and Teck Resources, focusing on potential anti-competitive impacts [1][3] - The merger aims to create a new entity, Anglo Teck, which will be positioned as a Canada-based global critical minerals producer [1] - Both companies claim that the merger will enhance portfolio quality, resilience, and strategic positioning, with projected annual pre-tax synergies of around $800 million (£585.61 million) by the end of the fourth year post-completion [2] Group 2 - Canada's Prime Minister, Mark Carney, has mandated that Anglo American must relocate its headquarters to Canada to proceed with the acquisition of Teck Resources [3][4] - Anglo American has confirmed plans to move its headquarters to Vancouver after the deal closes, indicating familiarity with the Canadian operational setup [4]

Core Viewpoint - National Bank Holdings Corporation (NBHC) has signed a definitive merger agreement to acquire Vista Bancshares, Inc., expanding its footprint in the Dallas-Fort Worth metroplex and enhancing its service offerings [1][3][7]. Company Overview - Vista Bank, founded in 1912, is a full-service commercial bank with $2.4 billion in assets, $2.1 billion in deposits, and $1.9 billion in loans as of June 30, 2025 [2][10]. - The merger will result in a combined company with approximately $12.4 billion in pro forma assets and $10.4 billion in pro forma deposits [2][7]. Strategic Rationale - The acquisition is aimed at leveraging Vista's strong community ties and exceptional client service to enhance NBHC's banking services [3][7]. - NBHC plans to retain the Vista Bank brand in Texas and gradually incorporate it across the combined enterprise [2][3]. Financial Terms - Vista shareholders will receive approximately $84.8 million in cash and about 7.4 million shares of NBHC common stock, valuing the transaction at $369.1 million based on NBHC's closing price of $38.47 on September 12, 2025 [3][4]. - The transaction is expected to be 17% accretive to NBHC's earnings, with tangible book value earn-back projected in approximately three years [7]. Approval and Timeline - The merger has been unanimously approved by the boards of directors of both companies and is subject to Vista's shareholder approval and regulatory approvals [4][7]. - The expected closing date for the transaction is in Q1 2026 [4][7].

Core Viewpoint - Seacoast Banking Corporation of Florida has received all necessary regulatory approvals for its acquisition of Villages Bancorporation, Inc., with the transaction expected to close around October 1, 2025, pending shareholder approval [1][2]. Company Overview - Seacoast Banking Corporation of Florida is one of the largest community banks in Florida, with approximately $15.9 billion in assets and $12.5 billion in deposits as of June 30, 2025 [3]. Transaction Details - The acquisition involves the merger of Citizens First Bank into Seacoast Bank, and all required regulatory approvals have been obtained [1][2]. - The transaction is subject to customary closing conditions, including the approval of Villages Bancorporation's shareholders [2]. Financial Performance - In the second quarter of 2025, Seacoast reported a net income of $42.7 million, or $0.50 per diluted share, an increase from $31.5 million, or $0.37 per diluted share, in the first quarter of 2025 [11].

Core Viewpoint - Kaskela Law LLC is investigating the fairness of the proposed buyout of WideOpenWest, Inc. at $5.20 per share to assess if the buyout price offers adequate value to shareholders [1][3]. Group 1: Buyout Details - On August 11, 2025, WideOpenWest announced an agreement to be acquired by DigitalBridge Investments and Crestview Partners for $5.20 per share in cash [2]. - Following the transaction's closure, WideOpenWest's shares will no longer be publicly traded, and shareholders will be cashed out [2]. Group 2: Investigation Focus - The investigation aims to determine if shareholders are receiving sufficient monetary consideration for their shares and if the company's officers or directors breached fiduciary duties or violated securities laws regarding the buyout price [3]. - A stock analyst had a price target of $6.50 per share for WideOpenWest, which is approximately 25% higher than the proposed buyout price [3]. Group 3: Shareholder Actions - WideOpenWest shareholders who believe the buyout price is inadequate are encouraged to contact Kaskela Law LLC for information about their legal rights and options [4].

Core Viewpoint - HilleVax, Inc. reported its financial results for the second quarter of 2025 and announced a merger agreement with XOMA Royalty Corporation, which will acquire all outstanding shares of HilleVax for $1.95 per share in cash, along with contingent value rights [1][4]. Financial Results - As of June 30, 2025, HilleVax had cash, cash equivalents, and marketable securities totaling $159.5 million, a decrease from $171.4 million as of December 31, 2024 [2][12]. - Research and development expenses for the six months ended June 30, 2025, were $3.3 million, significantly lower than $52.6 million for the same period in 2024, primarily due to reduced clinical development costs [2][10]. - General and administrative expenses decreased to $11.3 million for the six months ended June 30, 2025, compared to $16.6 million for the same period in 2024, attributed to lower personnel-related costs [3][10]. - The net loss for the six months ended June 30, 2025, was $11.3 million, a substantial reduction from $87.5 million for the same period in 2024 [3][10]. Merger Transaction - On August 4, 2025, HilleVax announced a definitive merger agreement with XOMA Royalty Corporation, where stockholders will receive $1.95 in cash per share, plus one non-transferable contingent value right [4]. - The tender offer for HilleVax's common stock is expected to commence by August 18, 2025, with the closing anticipated in September 2025, subject to customary closing conditions [4].

Group 1: HilleVax, Inc. - HilleVax will be acquired by XOMA Royalty Corporation for $1.95 in cash per share plus one non-transferable contingent value right (CVR) [2] - The investigation focuses on whether the HilleVax Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [2] Group 2: Steelcase Inc. - Steelcase will be acquired by HNI Corporation for $7.20 in cash and 0.2192 shares of HNI common stock for each share of Steelcase [4] - The implied per share purchase price is $18.30 based on HNI's closing share price of $50.62 on August 1, 2025 [4] - The investigation concerns whether the Steelcase Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [4] Group 3: LAVA Therapeutics N.V. - LAVA will be acquired by XOMA Royalty Corporation for between $1.16 and $1.24 per share in cash, plus a non-transferable CVR [6] - The cash amount consists of a base price of $1.16 per share and an additional amount of up to $0.08 per share [6] - The investigation focuses on whether the LAVA Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [6] Group 4: Arcadia Biosciences, Inc. - Arcadia will be acquired by Roosevelt Resources LP, with current equity owners of Roosevelt and Arcadia shareholders expected to own approximately 90% and 10% of the combined company, respectively [8] - The investigation concerns whether the Arcadia Board breached its fiduciary duties by failing to conduct a fair process and the potential dilution of shareholders in the combined company [8]

Core Viewpoint - First Community Corporation has announced a definitive merger agreement to acquire Signature Bank of Georgia in an all-stock transaction valued at approximately $41.6 million, based on First Community's stock price as of July 11, 2025 [1][2]. Group 1: Transaction Details - The merger will result in a combined company with approximately $2.3 billion in total assets, $2.0 billion in total deposits, and $1.5 billion in total loans at closing [2]. - The merger will create a banking company with 23 offices across various regions, including South Carolina and Georgia [2]. - The transaction is expected to close in early Q1 2026, pending regulatory and shareholder approvals [2]. Group 2: Strategic Benefits - The merger is seen as a strategic move to expand into the Sandy Springs/Atlanta area, enhancing First Community's market presence [3]. - Signature Bank's expertise in SBA lending is expected to complement First Community's focus on supporting local businesses and entrepreneurs [3]. - The merger is projected to enhance First Community's tangible common equity to tangible assets ratio by approximately 35 basis points, resulting in a pro forma ratio of 7.45% [3]. Group 3: Financial Projections - The merger is anticipated to be accretive to First Community's earnings per share by approximately 4.4% in 2026 [3]. - The transaction structure includes a tangible book value dilution of approximately 2.6%, with an earnback period of 2.2 years [3]. - The internal rate of return on the deal is estimated at approximately 27.6%, indicating strong financial merits [3]. Group 4: Leadership and Governance - Signature's Chairman and CEO, Freddie J. Deutsch, will take on the role of Regional Market President and Director of Specialty Business Lending at First Community Bank [4]. - Key members of Signature's leadership team will continue with First Community Bank, and two current Signature directors will join First Community's Board of Directors [4]. Group 5: Advisory and Legal Support - First Community was advised by Hovde Group, LLC as financial advisor and Nelson Mullins Riley & Scarborough, LLP as legal counsel [5]. - Signature was advised by Olsen Palmer LLC as financial advisor and Fenimore Kay Harrison LLP as legal counsel [5].