Ademi LLP is investigating ESSA Bancorp (NASDAQ: ESSA) for possible breaches of fiduciary duty and other violations of law in its transaction with CNB Financial.
In the transaction, ESSA Bancorp stockholders will receive CNB common stock valued at approximately $21.10 per ESSA Bancorp share, based upon the 10-day volume weighted average stock price (VWAP) of $24.69 for CNB common stock as of January 8, 2025, or $214 million in the aggregate. ESSA Bancorp insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for ESSA Bancorp by imposing a significant penalty if ESSA Bancorp accepts a competing bid. We are investigating the conduct of ESSA Bancorp’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.