Ademi LLP is investigating Investors (NASDAQ: ISBC) for possible breaches of fiduciary duty and other violations of law in its transaction with Citizens.
Ademi LLP alleges Investors’ financial outlook is excellent and yet Investors shareholders will receive only 0.297 of a share of CFG common stock and $1.46 in cash for each share of Investors they own. Following completion of the transaction, former Investors shareholders will collectively own approximately 14% of the combined company. The implied total transaction value based on closing prices on July 27, 2021 is approximately $3.5 billion. The merger agreement unreasonably limits competing bids for Investors by prohibiting solicitation of further bids, and imposing a termination penalty if Investors accepts a superior bid. Investors insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Investors’ board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Investors.