Ademi LLP is investigating Macatawa (Nasdaq: MCBC) for possible breaches of fiduciary duty and other violations of law in its transaction with Wintrust.
In the transaction, each share of Macatawa common stock outstanding will be converted into the right to receive merger consideration paid in shares of Wintrust common stock based on Wintrust’s average trading price at closing determined by a formula in the merger agreement. Subject to adjustment, the aggregate purchase price to Macatawa shareholders is currently estimated to be approximately $510.3 million, or $14.85 per share. The transaction agreement unreasonably limits competing transactions for Macatawa by imposing a significant penalty if Macatawa accepts a competing bid. Macatawa insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Macatawa’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.