November 04, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Integrity Bancshares Inc. (OTCBB:ITBC), was announced concerning whether the takeover of Integrity Bancshares Inc. by S&T is unfair to OTCBB:ITBC stockholders.
The investigation by a law firm concerns whether certain officers and directors of Integrity Bancshares Inc. breached their fiduciary duties owed to OTCBB:ITBC investors in connection with the proposed acquisition.
On October 30, 2014, Integrity and S&T announced the signing of a definitive merger agreement pursuant to which S&T will acquire Integrity in a transaction valued at approximately $155 million.
Under the terms of the transaction, shareholders of Integrity will have the opportunity to elect to receive $52.50 per share in cash or 2.0627 shares of S&T common stock for each share of Integrity they own. The transaction is expected to close in the first quarter of 2015, though Integrity shareholders will most likely be asked to vote on the transaction well before that time.
However, given that following the takeover news shares of INTEGRITY (OTCBB:ITBC) rose in the open market to as high as $55.00 per share in the open market, the investigation concerns whether the offer is unfair to OTCBB:ITBC stockholders. More specifically, the investigation concerns whether the Integrity Bancshares Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.