Ademi LLP is investigating PCSB (NASDAQ: PCSB) for possible breaches of fiduciary duty and other violations of law in its transaction with Brookline.
Ademi LLP alleges PCSB’s financial outlook and prospects are excellent and yet PCSB holders will receive only either $22.00 in cash consideration or 1.3284 shares of Brookline common stock for each share of PCSB common stock, subject to allocation procedures to ensure 60% of the outstanding shares of PCSB common stock will be converted to Brookline common stock. The transaction agreement unreasonably limits competing bids for PCSB by prohibiting solicitation of further bids, and imposing a significant penalty if PCSB accepts a superior bid. PCSB insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of PCSB’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 PCSB.