Northwest

Practice Area: 
Stock Symbol: 
NBCT
Case Status: 
Investigations

Ademi & O’Reilly, LLP is investigating the Board of Directors of Northwest Bancorporation, Inc. (OTC Pink: NBCT) for possible breaches of fiduciary duty and other violations of Washington law in connection with the sale of Northwest to First Interstate BancSystem, Inc.

Ademi & O’Reilly, LLP alleges Northwest’s long-term financial outlook is improving and yet Northwest shareholders will receive 0.516 shares of First Interstate Class A common stock in exchange for each share of Northwest common stock they hold or approximately $21.03 per Northwest share.  First Interstate is well aware of Northwest’s improving financial metrics and is purchasing Northwest at a substantial discount. The merger agreement unreasonably limits competing bids for Northwest by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Northwest receive and accept a superior bid. Northwest 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 Northwest. Our investigation centers on the conduct of Northwest’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 Northwest given its current financial condition and prospects.