On November 7, 2025, securities law firm Bleichmar Fonti & Auld LLP announced it is investigating Jamf Holding Corp.’s board of directors for potential breaches of fiduciary duties related to the pending take‑private transaction with Francisco Partners. The inquiry follows Jamf’s October 29 announcement of a definitive agreement to be acquired for $13.05 per share, valuing the company at roughly $2.2 billion.
The acquisition, which would take Jamf private and end its public listing, is expected to close in the first quarter of 2026. Vista Equity Partners, the largest shareholder with about 34 % ownership, has agreed to support the deal and will exit its investment upon closing. Vista also appoints four of the nine board seats, giving it significant influence over the transaction and raising concerns about potential conflicts of interest.
Bleichmar Fonti & Auld’s inquiry focuses on whether the board acted in the best interests of shareholders and whether the $13.05 per share price reflects a fair valuation. The firm is examining the absence of an independent special committee that would normally evaluate a take‑private offer, as well as the timing and disclosure of the deal. The investigation could delay the transaction, trigger shareholder litigation, or lead to a reassessment of the purchase price.
The announcement of the acquisition on October 29 triggered a strong market response, driven largely by the 50 % premium over the 90‑day average share price and the expectation that Jamf’s Q3 2025 results would exceed guidance. Investors viewed the premium as a compelling incentive to approve the deal, while analysts noted the lack of a special committee as a potential governance concern.
If the investigation uncovers evidence of misconduct, shareholders could seek additional protections or a revised offer, and the deal’s closing timeline could shift. The outcome will also influence the timing of the shareholder vote and may affect the final terms of the takeover, underscoring the importance of board oversight in high‑value transactions.
The investigation highlights the broader issue of board independence in private‑equity‑backed take‑private deals and the need for transparent governance practices to protect minority shareholders.
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