Ademi LLP is investigating Community West (NASDAQ: CWBC) for possible breaches of fiduciary duty and other violations of law in its transaction with Central Valley.
In the transaction, Community West stockholders are expected to receive only 0.79 shares of Central Valley common stock for each share of Community West common stock. The exchange ratio is fixed, and the value of the merger consideration will fluctuate based on Central Valley’s stock price. Central Valley Based on the closing price of Central Valley stock on October 10, 2023, the transaction is valued at $99.4 million, or $11.15 per Community West common share. The transaction agreement unreasonably limits competing transactions for Community West by imposing a significant penalty if Community West accepts a competing bid. Community West insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Community West’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.