Bear State

Practice Area: 
Stock Symbol: 
BSF
Case Status: 
Investigations

Ademi & O’Reilly, LLP is investigating the Board of Directors of Arvest Bank (Nasdaq: BSF) for possible breaches of fiduciary duty and other violations of Arkansas law in connection with the sale of Bear State to Arvest.

Ademi & O’Reilly, LLP alleges Bear State’s long-term financial outlook is improving and yet Bear State shareholders will receive $10.28 per Bear State common share or approximately $391 million in the aggregate.  Arvest is well aware of Bear State’s improving financial metrics and is purchasing Bear State at a substantial discount. The merger agreement unreasonably limits competing bids for Bear State by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Bear State receive and accept a superior bid. Bear State 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 Bear State. Our investigation centers on the conduct of Bear State’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 Bear State given its current financial condition and prospects.