Ademi LLP is investigating CIT Group (NYSE: CIT) for possible breaches of fiduciary duty and other violations of the law in its transaction with First Citizens.
Ademi LLP alleges CIT Group’s financial outlook is improving and yet shareholders will receive only 0.0620 shares of First Citizens class A common stock for each share of CIT Group common stock they own. First Citizens stockholders will own approximately 61% and CIT Group stockholders will own approximately 39% of the combined company. The merger agreement unreasonably limits competing bids for CIT Group by prohibiting solicitation of further bids, and imposing a termination penalty if CIT Group accepts a superior bid. CIT Group insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of CIT Group’ board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for CIT Group.