We are investigating whether the directors of Hemisphere Media Group, Inc. (ticker: HMTV) (“HMTV”) acted in the best interests of HMTV shareholders in approving the sale of HMTV to Searchlight Capital Partners (“SCP”) for $7.00 per share in cash.
If you remain a HMTV shareholder and have questions about your legal rights, please contact us via the form below to discuss your options at no charge.
Why is there an investigation?
On May 9, 2022, HMTV announced an agreement for SCP to purchase all of the outstanding shares of HMTV for $7.00 per share in cash. The agreement has been approved by the HMTV board (“Board”).
SCP is a subsidiary of Gato Investments L.P., which beneficially owns 43.2% of HMTV’s Class A common stock, and 79.8% of HMTV’s Class B common stock, and exercises voting power equal to 72.3% of all of HMTV’s outstanding capital stock, according to the latest proxy filing. Accordingly, a special committee (“Special Committee”) of the Board comprised solely of purportedly independent and disinterested directors was formed to evaluate the proposed transaction.
The Special Committee unanimously recommended that the Board approve the transaction.
Our investigation concerns whether the members of the Special Committee were in fact independent and disinterested, and whether the Board acted in the best interests of HMTV shareholders in approving the sale to SCP, including whether the price being paid adequately compensates HMTV shareholders, and whether all material information regarding the transaction has been fully disclosed.
In particular, according to an analysis of Wall Street HMTV price targets in the last 90 days published on Seeking Alpha, HMTV has an average target price of $12.00 per share, which is above the price SCP has agreed to pay.