On September 12, 2022, Edenbrook Capital announced that after market close on September 8, 2022, Hemisphere Media Group, Inc., issued a press release with, what Edenbrook expressed its view that the title ‘Hemisphere Media Group Stockholders Approve Acquisition by Gato Investments LP, a Portfolio Investment of Searchlight Capital Partners, L.P.' In addition, its stockholders approved the acquisition of the Company by a subsidiary of Gato Investments LP. Edenbrook expressed that the press released is misleading because the majority of the stockholders of the Company's publicly traded Class A shares voted against the transaction for the Company to be taken private by insiders at a price that it believes significantly undervalues the Company.

Edenbrook stated that in the Form 8-K filed by the Company 11,884,980 shares were voted against the merger and these 'No' votes were presumably (and logically) all Class A stockholders because the privately held, super-voting Class B shares are all held by insiders who presumably supported the deal (and because that's how the math works out when you back out the B share count). Per the same document, there were 20,827,861 Class A shares outstanding as of the August 5, 2022, record date. So over 57% of the public Class A stockholders voted against the deal.

But that number is even higher, because the Class A share count includes over 1,950,000 shares held by officers, directors, and insiders of the Company. Which means if the Company exclude those insiders who are not disinterested stockholders in the traditional sense, then it seems 63% of public stockholders likely voted against the deal. While it is true that the Company calculation excludes the shares held by insider Searchlight, the largest beneficiary of the Insider Takeover, Edenbrook believes it is also true that all Class B shareholders, not just Searchlight, are interested parties who stand to benefit from the transaction and should have been excluded from the count, and had the Company not included the Class B shareholders in its calculation, the vote tally would have been 63% against the merger.

In addition, Edenbrook expressed that this transaction exemplifies terrible corporate governance and an abrogation of fiduciary responsibility by the Board of Directors of the Company.