Ademi LLP is investigating First Midwest (Nasdaq: FMBI) for possible breaches of fiduciary duty and other violations of law in its transaction with Old National.
Ademi LLP alleges First Midwest’s financial outlook is excellent and yet First Midwest shareholders will receive only 1.1336 shares of Old National common stock for each share of First Midwest common stock they own. Following completion of the transaction, former First Midwest stockholders are expected to collectively represent approximately 44% of the combined company. The merger agreement unreasonably limits competing bids for First Midwest by prohibiting solicitation of further bids, and imposing a termination penalty if First Midwest accepts a superior bid. First Midwest insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of First Midwest’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 First Midwest.