Priority's $8.05 buyout draws shareholder-law review

Bleichmar Fonti & Auld said on Monday it is investigating Priority Technology Holdings’ pending $8.05-a-share take-private by Thomas Priore, according to an attorney-advertising press release.

The review focuses on a controller-led merger: BFA said Priore, Priority’s controlling stockholder, chairman and chief executive officer, owns about 56.54% of the company’s stock.

Priority Technology announced on Sept. 21 that it had agreed to be acquired by entities controlled by Priore and certain affiliates for $8.05 per share in cash, BFA said in the press release. The company is incorporated in Delaware and trades on Nasdaq under the ticker PRTH.

BFA said it is investigating possible breaches of fiduciary duty tied to the transaction. Fiduciary duties are legal obligations requiring corporate directors and controlling stockholders to act in the interests of shareholders when they approve or negotiate a deal.

The law firm said the proposed merger was approved by what it described as a purportedly independent special committee of Priority’s board. BFA also said the transaction remains subject to approval by minority stockholders, a governance step often used in controller deals to address conflicts between insiders and outside investors.

The firm’s stated questions are whether the $8.05-a-share terms are fair to minority stockholders and whether the process used to approve the merger provides adequate legal safeguards. Those are allegations under review by the law firm, not findings by a court or regulator in the supplied material.

BFA is asking current Priority shareholders to contact the firm to discuss potential legal options. It said any representation would be on a contingency-fee basis and that shareholders would not be responsible for court costs or litigation expenses, with any potential fees and expenses subject to court approval.

The supplied material does not include Priority Technology’s response, a court filing, a shareholder vote date, a regulatory timetable or market reaction to the proposed transaction. It also does not state whether litigation has been filed or whether any shareholder has challenged the deal in court.

BFA described itself as a plaintiffs’ securities and shareholder-litigation firm. The firm cited prior recoveries of more than $900 million in value from Tesla Inc.’s board and $420 million from Teva Pharmaceutical Industries Ltd., while saying past results do not guarantee future outcomes.

The release named Adam McCall as the BFA contact for shareholders and directed current holders to the firm’s Priority Technology investigation page. No deadline for shareholders to respond was included in the supplied material.

Source: attorney-advertising press release, Bleichmar Fonti & Auld via GlobeNewswire, Oct. 12, 2026