Kessler Topaz is investigating claims on behalf of current shareholders of PowerSchool Holdings, Inc. (NYSE: PWSC) ("Power School") related to its recent announcement that it would be acquired by affiliates of Bain Capital, LP and take the Company private.
On June 6, 2024, PowerSchool Holdings, Inc. (“PowerSchool” or the “Company”) executed an agreement and plan of merger (the “Merger Agreement”) with the affiliates of Bain Capital, LP (“Bain”), pursuant to which Bain will acquire all of the outstanding PowerSchool shares for $22.80 per share in cash and take the Company private (the “Merger”). In May 2024, the Company’s stock was trading at its lowest levels in the past year. The Company’s stock was trading in excess of the $22.80 deal price as recently as February 2024.
At the time of the Merger Agreement, PowerSchool’s two largest stockholders, Vista Equity Partners Management, LLC (“Vista”) and Onex Corporation (“Onex”), collectively wielded 70.6% of the Company’s total voting power. Accordingly, on June 7, 2024, Vista and Onex were able to deliver a written consent that unilaterally approved the Merger on behalf of the public PowerSchool stockholders. Vista and Onex will roll over approximately $840 million of their Company shares into the post-Merger entity.
The Company’s board of directors (the “Board”) approved the Merger Agreement following the recommendation of a committee comprised of purportedly independent directors. Vista and Onex nominated six members of the ten-member Board.
Our investigation is focused on whether PowerSchool shareholders are receiving adequate consideration for their shares and whether the price was the result of a fair process.
Contact us today if you are a current shareholder of PowerSchool Holdings, Inc. (NYSE: PWSC). You can fill out our online form below, call us at 484-270-1453 or email us at info@ktmc.com.