Ademi LLP is investigating Penn Woods (NASDAQ: PWOD) for possible breaches of fiduciary duty and other violations of law in its transaction with Northwest.
In the transaction, each outstanding share of Penn Woods common stock will be exchanged for 2.385 shares of Northwest common stock. Based on Northwest's closing stock price of $14.44 as of December 16, 2024, the transaction consideration is valued at $34.44 for each share of Penns Woods. Penn Woods insiders will receive substantial benefits as part of change of control arrangements. Any unexercised stock options of Penns Woods will be canceled in exchange for a cash payment at the spread value over the exercise price.
The transaction agreement unreasonably limits competing transactions for Penn Woods by imposing a significant penalty if Penn Woods accepts a competing bid. We are investigating the conduct of Penn Woods’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.