Levi & Korsinsky, LLP has commenced an investigation into the fairness of the merger of Turning Point Brands, Inc. (“Turning Point” or the “Company”) (NYSE: TPB) with its controlling stockholder, Standard Diversified Inc. (“SDI”) (NYSE: SDI). Under the terms of the agreement, SDI will be merged into a wholly-owned subsidiary of Turning Point in a tax-free downstream merger. In return for their SDI shares, the holders of SDI’s Class A Common Stock and SDI’s Class B Common Stock will receive, in the aggregate, Turning Point Voting Common Stock at a ratio of 0.97 of a share of Turning Point Voting Common Stock for each share of Turning Point Voting Common Stock held by SDI.
The Turning Point merger investigation concerns whether the Board of Turning Point breached their fiduciary duties to stockholders by agreeing to enter into this transaction with the Company’s controlling stockholder and whether the merger undervalues Turning Point relative to SDI, thereby harming Turning Point shareholders.
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