Distribution Solutions Group Stock Soars 25% on $35-per-Share Take-Private Deal

Shares of Distribution Solutions Group (NASDAQ:DSGR) jumped 25% on Thursday after the company announced it has entered into a definitive merger agreement to be taken private by its majority shareholder, LKCM Headwater Investments, in an all-cash transaction.

The Buyout Agreement

Under the terms of the deal, affiliates of LKCM Headwater will acquire all outstanding shares of Distribution Solutions Group's common stock they do not already own for $35.00 per share.

LKCM Headwater and its affiliates currently hold approximately 79% of the company's outstanding common stock. Following the transaction's completion, Distribution Solutions Group will become a privately held company, and its stock will be delisted from the Nasdaq exchange.

Offer Premium and Market Reaction

The agreed-upon purchase price marks a significant premium for shareholders and an increase from a previous offer. Key figures include:

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• An 81% premium to the company's closing price of $19.31 on March 13, 2026, the last trading day before LKCM's initial proposal was publicly disclosed.
• An increase of $5.50 per share over LKCM Headwater’s initial non-binding proposal of $29.50 per share, which was submitted on March 14, 2026.

Trading in DSGR shares was halted ahead of the announcement and resumed sharply higher, reflecting investor reaction to the definitive agreement.

Path to Approval

The company's board of directors formed a special committee of disinterested directors to evaluate and negotiate the proposal. According to the announcement, this committee unanimously approved the transaction and recommended it to the full board.

The deal's closing is subject to customary conditions, including regulatory approval under the Hart-Scott-Rodino Antitrust Improvements Act and approval by a majority of votes cast by stockholders not affiliated with LKCM Headwater. The transaction is not subject to a financing condition.