July 13, 2017 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Sun Bancorp, Inc. (NASDAQ:SNBC), was announced concerning whether the takeover of Sun Bancorp, Inc. by OceanFirst Financial Corp for a value of approximately $25.27 per share is unfair to NASDAQ:SNBC stockholders.
The investigation by a law firm concerns whether certain officers and directors of Sun Bancorp, Inc. breached their fiduciary duties owed to NASDAQ:SNBC investors in connection with the proposed acquisition.
On June 30, 2017, OceanFirst Financial Corp. (NASDAQ:OCFC) and Sun Bancorp, Inc. (NASDAQ:SNBC) announced that they have entered into a an agreement and plan of merger pursuant to which Sun Bancorp, Inc. (NASDAQ:SNBC), the holding company of Sun National Bank, will merge with and into OceanFirst, the holding company of OceanFirst Bank. Based on the closing price of OceanFirst common stock on June 29, 2017, the transaction is valued at approximately $25.27 per Sun Bancorp, Inc. (NASDAQ:SNBC) common share or approximately $487 million in the aggregate.
However, given that at least one analyst has set the high target price for NASDAQ:SNBC shares at $28.00 per share and given that NASDAQ:SNBC shares traded as recently as February 2017 as high as $26.55 per share in the open market, the investigation concerns whether the offer is unfair to NASDAQ:SNBC stockholders. In addition, given that certain shareholders of Sun Bancorp, Inc. (NASDAQ:SNBC) owning in the aggregate approximately 39% of Sun Bancorp, Incs outstanding common stock have already entered into support agreements with OceanFirst pursuant to which they have agreed to vote in favor of the merger agreement, the investigation concerns whether the Sun Bancorp 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.