We are investigating the Board of Directors of BBCN for possible breaches of fiduciary duty and other violations of state law in connection with the sale of BBCN to Hanmi.
BBCN long-term financial outlook is improving and yet BBCN shareholders will receive 0.7331 of a share of Hanmi common stock for each share of BBCN common stock. Hanmi is well aware of BBCN’s improving financial metrics and is purchasing BBCN at a substantial discount. The merger agreement unreasonably limits prospective bids for BBCN by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should BBCN receive and accept a superior bid.. BBCN 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 BBCN not in the best interests of non-insiders. Our investigation centers on the conduct of BBCN 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 BBCN given its current financial condition and prospects.