Ademi LLP is investigating Elmira (Nasdaq: ESBK), for possible breaches of fiduciary duty and other violations of law in its transaction with Community Bank.
Ademi LLP alleges Elmira’s financial outlook and prospects are excellent and yet Elmira shareholders will receive only $23.10 for each share of common stock they own representing total consideration valued at approximately $82.8 million. The merger agreement unreasonably limits competing bids for Elmira by prohibiting solicitation of further bids, and imposing a significant penalty if Elmira accepts a superior bid. Elmira insiders will receive substantial benefits as part of change of control arrangements. We are investigating the conduct of Elmira’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 Elmira.