We are investigating the Board of Directors of CommunityOne for possible breaches of fiduciary duty and other violations of state law in connection with the sale of CommunityOne to Capital Bank.
CommunityOne long-term financial outlook is improving and yet CommunityOne shareholders will receive, at the election of each holder and subject to proration, $14.25 per share in cash or 0.43 of a share of Capital Bank Class A common stock, with the total consideration to consist of 85% stock and 15% cash. Capital Bank is well aware of CommunityOne improving financial metrics and is purchasing CommunityOne at a substantial discount. The merger agreement unreasonably limits prospective bids for CommunityOne by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should CommunityOne receive and accept a superior bid.. CommunityOne insiders, their affiliates and other majority shareholders own significant voting stock of CommunityOne, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of CommunityOne, which is not in the best interests of non-insider shareholders. Our investigation centers on the conduct of CommunityOne 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 CommunityOne given its current financial condition and prospects.