Ademi LLP is investigating MPB (OTCPink:MPHX), for possible breaches of fiduciary duty and other violations of law in its transaction with Alerus.
Ademi LLP alleges MPB’s financial outlook and prospects are excellent and yet MPB shareholders will receive only 0.74 Alerus common shares for each outstanding MPHX share, or approximately 2.58 million Alerus shares in the aggregate. Using a price per share of Alerus common stock of $31.43 as of December 7, 2021, the transaction has an implied purchase price of $23.26 per share, which equates to an aggregate value of $85.3 million, including $4.3 million in consideration for option holders. The merger agreement unreasonably limits competing bids for MPB by prohibiting solicitation of further bids, and imposing a significant penalty if MPB accepts a superior bid. MPB insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of MPB’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 MPB.