Distribution Solutions Group Inc

Brodsky & Smith is investigating the boards of Personalis, Distribution Solutions Group, Cross Country Healthcare, Nuvalent, and Dana Incorporated for potential fiduciary duty breaches in connection with their proposed acquisitions. Personalis is being acquired by Tempus AI for $16.25 per share, representing a total enterprise value of $1.5 billion net of Tempus’ existing ownership. Distribution Solutions Group is being acquired by LKCM Headwater Investments for $35.00 per share in cash, with LKCM Headwater and its affiliates already owning approximately 79% of the company’s outstanding common stock. Cross Country Healthcare is being acquired by Knox Lane for $13.25 per share in an all-cash transaction valued at $437 million. Nuvalent is being acquired by GSK for $124.00 per share in cash in a deal valued at $10.6 billion. Dana is being acquired by Eaton in a transaction valued at approximately $5.1 billion, where Eaton shareholders will own at least 50.1% and Dana shareholders approximately 49.9% of the combined company at close, and Eaton will receive a cash distribution of approximately $1.1 billion. The investigations focus on whether the boards failed to conduct a fair process and whether the proposed transactions pay fair value to shareholders.

Distribution Solutions Group has agreed to be acquired by its controlling shareholder in a deal that will cash out remaining public investors at $35.00 per share. The buyer, affiliates of LKCM Headwater Investments LLC, already controls approximately 79% of DSG’s outstanding common stock, and the company’s Chairman and CEO J. Bryan King also serves as Managing Partner of LKCM Headwater. Law firm Julie & Holleman LLP is investigating whether the merger process adequately protected minority shareholders and whether the price reflects fair value, noting that controller buyouts receive heightened judicial scrutiny. The firm is reviewing the negotiation process, the special committee’s independence, and related disclosures.