Ademi LLP is investigating CrossFirst (Nasdaq: CFB) for possible breaches of fiduciary duty and other violations of law in its transaction with Busey.
In the transaction, CrossFirst stockholders will receive 0.6675 shares of Busey common stock for each share held of CrossFirst common stock. Upon completion of the transaction, Busey’s shareholders will own approximately 63.5% of the combined company and CrossFirst’s shareholders will own approximately 36.5% of the combined company, on a fully-diluted basis, which will continue to trade on the Nasdaq under the “BUSE” stock ticker symbol.
The transaction agreement unreasonably limits competing transactions for CrossFirst by imposing a significant penalty if CrossFirst accepts a competing bid. CrossFirst insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of CrossFirst’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.