Ademi LLP is investigating Village (NASDAQCM: VBFC) for possible breaches of fiduciary duty and other violations of law in its transaction with TowneBank.
In the transaction, Village shareholders will receive only $80.25 per share in cash for each share of Village outstanding common stock. This corresponds to an aggregate transaction value of approximately $120.0 million, based on Village common stock currently outstanding.
The transaction agreement unreasonably limits competing transactions for Village by imposing a significant penalty if Village accepts a competing bid. Village insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Village’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.