Ademi LLP is investigating AMRB (Nasdaq: AMRB) for possible breaches of fiduciary duty and other violations of law in its transaction with BMRC.
Ademi LLP alleges AMRB’s financial outlook is excellent and yet AMRB shareholders will receive only a fixed exchange ratio of 0.575 shares of BMRC common stock for each share of AMRB common stock outstanding. Based on BMRC’s closing stock price of $39.06 on April 16, 2021, the transaction is valued at $134.5 million, or $22.46 per share of AMRB common stock. Such value will fluctuate with changes in the stock price of BMRC. The merger agreement unreasonably limits competing bids for AMRB by prohibiting solicitation of further bids, and imposing a termination penalty if AMRB accepts a superior bid. AMRB insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of AMRB’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for AMRB.