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Note 10 - Subsequent Events
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Subsequent Events [Text Block]

10. Subsequent Event

 

On October 11, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kontron America, Incorporated (“Kontron”) and its acquisition subsidiary.  Kontron, a global IoT company, commenced a tender offer on October 24, 2023 for all of our outstanding shares for $1.90 per share in an all-cash transaction, representing an implied equity value of approximately $38.1 million. The closing of the transaction will be subject to customary conditions, including the expiration or termination of certain regulatory periods and the tender of at least two-thirds of our outstanding common stock in the tender offer. Upon the successful completion of the tender offer, Kontron would acquire any untendered shares of our common stock through a second-step merger effected for the same per share consideration. The transaction is expected to close later in 2023.  After closing, Bsquare will become a privately held company, and shares of our common stock will no longer be listed on any public market.

 

On November 1, 2023, plaintiff Sal Carbone, a purported shareholder of Bsquare, filed a complaint against us and the members of the Board (collectively, the “Defendants”) in the U.S. District Court for the Southern District of New York (the “Carbone Complaint”). The Carbone Complaint challenges statements in the Schedule 14D-9 we filed with the SEC on October 24, 2023 (the “14D-9”) and asserts claims under §§ 14(e), 14(d) and 20(a) of the Securities Exchange Act of 1934, as amended. On November 7, 2023, plaintiff William Johnson, a purported shareholder of Bsquare, filed a putative class complaint against us and the Defendants in the King County Superior Court in the State of Washington (the “Johnson Complaint,” together with the Carbone Complaint, the “Complaints”). The Johnson Complaint challenges statements in the 14D-9 and asserts they give rise to a single claim for breach of fiduciary duty. The Complaints seek fees, costs, and an injunction of the transactions contemplated by the Merger Agreement, but they do not assert a specific monetary demand. We have also received several demand letters from purported shareholders challenging various disclosures in the Schedule 14D-9 (the “Letters,” and together with the Complaint, the “Claims”). We believe the Claims lack merit.