Ademi LLP is investigating County (NASDAQ: ICBK) for possible breaches of fiduciary duty and other violations of law in its transaction with Nicolet.
Ademi LLP alleges County’s financial outlook is excellent and yet County shareholders will receive only either cash of $37.18 per share of County common stock or 0.48 shares of Nicolet common stock and County shareholder elections will be prorated to ensure the total consideration will consist of approximately 20% cash and approximately 80% Nicolet common stock. Based on Nicolet's closing price of $71.75 as of June 21, 2021, the merger consideration is valued at approximately $219 million. The merger agreement unreasonably limits competing bids for County by prohibiting solicitation of further bids, and imposing a termination penalty if County accepts a superior bid. County insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of County’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 County.