Bowman Consulting Group Ltd. (BWMN) has released supplemental disclosures regarding its pending merger with an affiliate of Bernhard Capital Partners. This filing is in response to several shareholder demand letters and two lawsuits alleging that the company's proxy statement contained materially misleading and incomplete information. While BWMN states the claims are without merit, it is voluntarily providing additional financial details to avoid potential delays to the merger and minimize litigation expenses.
Key Details
- Litigation: The company is facing two lawsuits, Smith v. Bowman Consulting Group Ltd., et al. and Scott v. Bowman Consulting Group Ltd., et al., filed in New York, which seek to enjoin the merger.
- Supplemental Disclosures: To address the allegations, the company has provided more detailed financial data underlying the fairness opinion for the merger, including the specific valuation multiples (10.5x to 13.5x EV/Adjusted EBITDA) applied to its $79 million in Adjusted EBITDA for the twelve months ended June 30, 2026.
- Merger Status: The special meeting for stockholders to vote on the proposed merger is scheduled to proceed on November 4, 2026.