Ademi LLP is investigating Blackhawk (OTCQX: BHWB) for possible breaches of fiduciary duty and other violations of law in its transaction with First Mid Bancshares.
Ademi LLP alleges Blackhawk’s financial outlook and prospects are excellent and yet Blackhawk’s shareholders are expected to receive only 1.15 shares of First Mid common stock for each share of Blackhawk common stock. Based on First Mid Bancshares’ price per share at closing on March 20, 2023 of $27.13, the aggregate consideration to be paid by First Mid Bancshares is approximately $90.3 million. The transaction agreement unreasonably limits competing bids for Blackhawk by imposing a significant penalty if Blackhawk accepts a superior bid. Blackhawk insiders will receive substantial benefits as part of change of control arrangements.