litigation
confidence high
sentiment neutral
materiality 0.50
Bowman hit with merger suits; supplements proxy with $79M EBITDA and 13.5x comps
Bowman Consulting Group Ltd.
- Two NY Supreme Court suits — Smith (filed Oct 14, 2026) and Scott (Oct 15, 2026) — plus stockholder demand letters allege misleading merger proxy and seek to enjoin the deal.
- Company calls claims without merit but voluntarily supplements the Definitive Proxy Statement to avoid delay, denying any admission that extra disclosure was required.
- BofA comps: 14 selected transactions had mean and median EV/EBITDA of 13.5x; applied 10.5x–13.5x to Bowman Adjusted EBITDA of $79M for the 12 months ended June 30, 2026.
- DCF used 10.0%–12.0% discount rates and 17.666M–17.848M fully diluted shares; analyst targets of $38–$58 were discounted at a 13% cost of equity to $33.63–$51.33.
- Special Meeting to vote on the merger with Bernhard Capital Partners affiliates Prive Parent and Prive Merger Sub remains set for Nov 4, 2026; merger agreement dated Aug 10, 2026.