Spirit Airlines, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Spirit Airlines, Inc. (“Spirit Airlines” or the “Company”) (NYSE: SAVE), in connection with the proposed merger of the Company with Frontier Group Holdings, Inc. (“Frontier”) (NASDAQ: ULCC). Under the terms of the merger agreement, the Company’s shareholders will receive 1.9126 shares of Frontier plus $2.13 in cash for each share of Spirit Airlines common stock that they hold, representing implied per-share merger consideration of approximately $26.65 based upon Frontier’s February 7, 2022 closing price of $12.82. Upon completion of the transaction, Frontier shareholders will own approximately 51.5% of the combined company, while Spirit Airlines shareholders will own 48.5% of the combined company.

WeissLaw LLP is investigating whether: (i) Spirit Airlines’ board of directors acted in the best interests of Company shareholders in agreeing to the proposed transaction, (ii) the per-share merger consideration adequately compensates Spirit Airlines’ shareholders, and (iii) all information regarding the sales process and valuation of the transaction will be fully and fairly disclosed. Notably, at least one analyst set a price target for the Company of $43 per share, $16.36 above the per-share merger consideration.

Other Cases

March 2, 2021

Communications Systems, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Communications Systems, Inc. (“CSI” or the “Company”) (NASDAQ: JCS) in connection with the Company’s proposed merger with Pineapple Energy, LLC (“Pineapple”), a privately-held U.S. operator and consolidator of residential solar, battery storage, and grid services solutions. Under the terms of the merger agreement, CSI and Pineapple will combine through a reverse merger that will result in the combined company continuing to trade on the Nasdaq Capital Market under the new ticker symbol “PEGY.” In conjunction with the merger, CSI intends to divest substantially all its current operating and non-operating assets. CSI expects the sale proceeds from any pre-merger divestitures to be distributed in the form of a cash dividend to existing CSI shareholders prior to the effective date of the merger. In addition, CSI expects to distribute to the pre-merger shareholders a cash dividend of at least $1.00 per share prior to the closing of the merger. Moreover, under the terms of the merger agreement, (i) each CSI shareholder as of the merger record date, will receive Contingent Value Rights (“CVRs”) that reflect the right to receive that shareholder’s percentage of the net proceeds from the sale of legacy CSI businesses and assets, after the closing; and (ii) current CSI shareholders will retain shares in the combined company, initially holding approximately 37% of total shares outstanding.

Join Case →

March 1, 2021

Boingo Wireless, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Boingo Wireless, Inc. (“Boingo” or the “Company”) (NASDAQ: WIFI) in connection with the proposed acquisition of the Company by Digital Colony Management, LLC. Under the terms of the merger agreement, Boingo shareholders will receive $14.00 in cash for each Boingo share that they own. The transaction is valued at approximately $854 million.

Join Case →

March 1, 2021

Landmark Bancorp, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Landmark Bancorp, Inc. (“Landmark” or the “Company”) (OTC: LDKB) in connection with the proposed acquisition of the Company by Fidelity D & D Bancorp, Inc. (“Fidelity”) (NASDAQ: FDBC). Under the terms of the merger agreement, Landmark shareholders will receive $3.26 in cash and 0.272 shares of Fidelity common stock for each Landmark share that they own, representing implied per-share merger consideration of approximately $17.05 based upon Fidelity’s February 26, 2021 closing price of $50.70. The transaction is valued at approximately $43.4 million.

Join Case →