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ORFR.OTC
id: 1859

Orbit/FR ($ORFR) $17.85M Investor Settlement

$17,850,000
Cash Settlement
Delaware court of Chancery
Court
2018-0340
Case number
04/06/2018
Class period Start
04/06/2018
Class period End
Orbit/FR has reached a $17.85 million settlement with stockholders to resolve claims related to MVG’s 2018 $3.30-per-share freeze-out merger.

Outline:

In 2018, Microwave Vision, S.A. (MVG), Orbit/FR’s controlling stockholder, bought out Orbit/FR’s minority shares for $3.30 per share in cash. Stockholders claim the freeze-out process and price were unfair to minority holders. The lawsuit centers on claims that MVG used its control position in ways that harmed Orbit/FR and depressed value for the minority. The parties ultimately agreed to a $17.85M cash settlement, subject to Court approval.

Timeline:
  • March 29, 2018: Orbit/FR executed the merger agreement under which MVG would acquire the shares it did not already own for $3.30 per share in cash.
  • April 6, 2018: The merger closed, and Orbit/FR survived as a wholly owned subsidiary of MVG.
  • May 11, 2018: Minerva Group, LP filed the stockholder class action challenging the merger.
  • September 27, 2025: The Parties agreed to settle the Action.

Background:

Orbit/FR was a Delaware corporation that produced antenna measurement systems specializing in aerospace and defense, and it became a public company through a 1997 IPO. In 2008, MVG acquired a controlling stake and, over time, controlled Orbit/FR and its board.

After MVG became the controlling stockholder, Orbit/FR and MVG entered into arrangements under which MVG charged Orbit/FR management and trademark fees. Stockholders claim these fees did not reflect arm’s-length compensation and diverted value away from Orbit/FR.

In 2012, MVG deregistered Orbit/FR’s stock and eliminated its reporting obligations. Stockholders claim this reduced transparency into Orbit/FR’s standalone performance.

The parties agreed to a $17,850,000 settlement.

What Can Investors Expect Now?

Orbit/FR has reached a $17.85 million settlement with stockholders to resolve claims related to MVG’s 2018 $3.30-per-share freeze-out merger.

If you were damaged due to this situation, you can file for a payout and get your share of the settlement. You can check if you are eligible and other details in the FAQ section
Case Type
US Securities Class Action
Case Status
Distribution Preparation
Alleged Offence
Mismanagement
Misleading Statements
Failure to Disclose
Omissions
Suspected Party
Directors
Management
Shareholder
Security Type
Stocks
Trade Direction
Long
Filing date
05/11/2018
Plaintiffs
AB Value Partners
Attorneys
Abrams & Bayliss LLP
Defendants
Philippe Garreau ; Arnaud Gandois ; Per Iversen
Administrator
Strategic Claims Services
Attorney fee
$4,541,607
Trades matching type
FIFO

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