The Ademi Firm is investigating Southern States (Nasdaq: SSBK) for possible breaches of fiduciary duty and other violations of law in its transaction with FB Financial.
In the transaction, Southern States shareholders will receive only 0.800 shares of FB Financial common stock for each share of Southern States stock. Based on FB Financial’s closing stock price of $47.05 per share as of March 28, 2025, the implied transaction value is approximately $37.64 per Southern States share, or $381 million, in the aggregate.
Southern States insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Southern States by imposing a significant penalty if Southern States accepts a competing bid. We are investigating the conduct of the Southern States board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.