Atlantic Coast

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We are investigating the Board of Directors of Atlantic Coast for possible breaches of fiduciary duty and other violations of Maryland law in connection with the sale of Atlantic Coast to Ameris.

We are alleging that Atlantic Coast’s long-term financial outlook is improving and yet Atlantic Coast shareholders will receive the equivalent of $9.32 per Atlantic Coast common share or approximately $145 million in the aggregate.  Ameris is well aware of Atlantic Coast’s improving financial metrics and is purchasing Atlantic Coast at a substantial discount. The merger agreement unreasonably limits competing bids for Atlantic Coast by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Atlantic Coast receive and accept a superior bid. Atlantic Coast insiders, their affiliates and other major 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 Atlantic Coast. Our investigation centers on the conduct of Atlantic Coast’s 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 Atlantic Coast given its current financial condition and prospects.