Ademi LLP is investigating Cadence (NYSE: CADE) for possible breaches of fiduciary duty and other violations of law in its transaction with BancorpSouth.
Ademi LLP alleges Cadence’s financial outlook is excellent and yet Cadence shareholders will receive only 0.70 shares of BXS for each share of CADE they own. Additionally, the agreement allows for a one-time special cash dividend to Cadence shareholders of $1.25 per share in conjunction with the closing of the merger. BancorpSouth shareholders will own approximately 55% and Cadence shareholders will own approximately 45% of the combined company. The merger agreement unreasonably limits competing bids for Cadence by prohibiting solicitation of further bids, and imposing a termination penalty if Cadence accepts a superior bid. Cadence insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Cadence’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 Cadence.