Ademi LLP is investigating Level One (Nasdaq: LEVL), for possible breaches of fiduciary duty and other violations of law in its transaction with First Merchants.
Ademi LLP alleges Level One’s financial outlook and prospects are excellent and yet Level One shareholders will receive only a 0.7167 share of First Merchants common stock, in a tax-free exchange, and $10.17 in cash for each share of Level One common stock owned, currently an approximate 75% stock / 25% cash mix. Based on the closing price of First Merchants common stock on November 3, 2021 of $43.50 per share, the implied merger consideration for each share of Level One common stock is $41.35 per share. In addition, each share of Level One’s 7.50% Non-Cumulative Perpetual Preferred Stock, Series B, outstanding immediately prior to the effective time of the merger will be converted into the right to receive one share of a newly created series of preferred stock of First Merchants having voting powers, preferences and special rights that are substantially identical to the Level One Series B preferred stock. The merger agreement unreasonably limits competing bids for Level One by prohibiting solicitation of further bids, and imposing a significant penalty if Level One accepts a superior bid. Level One insiders will receive substantial benefits as part of change of control arrangements.