Ademi LLP is investigating Cincinnati Bancorp (OTCQX: CNNB) for possible breaches of fiduciary duty and other violations of law in its transaction with LCNB.
Cincinnati Bancorp public stockholders are expected to receive only either 0.9274 shares of LCNB stock or $17.21 per share in cash for each share of CNNB common stock owned, subject to 80% of all CNNB shares being exchanged for LCNB common stock. Based on the LCNB closing share price as of May 17, 2023, the transaction consideration is valued at $15.05 for each CNNB share or approximately $43.7 million in aggregate. The transaction agreement unreasonably limits competing bids for Cincinnati Bancorp by imposing a significant penalty if Cincinnati Bancorp accepts a superior bid. Cincinnati Bancorp insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Cincinnati Bancorp’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 Cincinnati Bancorp.