We are investigating the Board of Directors of ABCW for possible breaches of fiduciary duty and other violations of state law in connection with the sale of ABCW to ONB.
ABCW long-term financial outlook is improving and yet ABCW shareholders will receive only 3.5505 shares of ONB common stock. ONB is well aware of ABCW improving financial metrics and is purchasing ABCW at a substantial discount. The merger agreement unreasonably limits prospective bids for ABCW by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should ABCW receive and accept a superior bid. ABCW insiders, their affiliates and other majority shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of ABCW not in the best interests of non-insiders. Our investigation centers on the conduct of ABCW Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for ABCW given its current financial condition and prospects.