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Ademi & O’Reilly, LLP is investigating the Board of MBT Financial Corporation (NASDAQ: MBTF) for possible breaches of fiduciary duty and other violations of the law in connection with the sale of MBT to First Merchants.

Ademi & O’Reilly, LLP alleges MBT’s long-term financial outlook is improving and yet MBT shareholders will receive the equivalent of only $12.57 for each share of MBT common stock.  First Merchants is well aware of MBT’s improving financial metrics and is purchasing MBT at a substantial discount.  The merger agreement unreasonably limits competing bids for MBT by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should MBT receive and accept a superior bid. MBT 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 MBT. Our investigation centers on the conduct of MBT’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 MBT given its current financial condition and prospects.