SAN DIEGO--(BUSINESS WIRE)-- Shareholder rights firm Robbins Umeda LLP has commenced an investigation into possible breaches of fiduciary duty and other violations of the law by members of the board of directors of Alliance Financial Corporation (NASDAQGS: ALNC) in connection with their efforts to sell the company to NBT Bancorp Inc. (NASDAQGS: NBTB). Concerned shareholders who would like more information about their rights and potential remedies can contact attorney Gregory E. Del Gaizo at 800-350-6003, firstname.lastname@example.org, or via the shareholder information form on the firm’s website.
On October 8, 2012, Alliance Financial and NBT announced that they had entered into a definitive merger agreement under which Alliance Financial will be acquired by NBT. According to the terms of the deal, NBT will acquire Alliance Financial through a stock-for-stock transaction with a total value of approximately $233.4 million based on NBT’s closing stock price on October 5, 2012. Alliance Financial shareholders will receive a fixed 2.1779 shares of NBT common stock in exchange for each share of Alliance Financial common stock. Based on NBT’s closing stock price on October 5, 2012, the implied value of an Alliance Financial share is $48.24. The acquisition has already been approved by the boards of directors of both companies. The transaction is expected to close in the second quarter of 2013.
Robbins Umeda LLP’s investigation focuses on whether the board of directors at Alliance Financial is undertaking a fair process to obtain maximum value and adequately compensate its shareholders, or seeking to benefit themselves. Notably, following the completion of the merger, Alliance Financial’s Chief Executive Officer Jack H. Webb will join the NBT board of directors and become a member of the NBT Executive Management Team as Executive Vice President, Strategic Support. In addition, the NBT board will be expanded to include two other current members of the Alliance Financial board. Further, on July 17, 2012, Alliance Financial reported second quarter of 2012 results with adjusted earnings per share of $0.61, which beat analyst estimates of $0.56 by 8.93%. The second quarter of 2012 earnings per share results marked the sixth time in the previous eight quarters that Alliance Financial had beat analyst estimates. Given these financial results, Robbins Umeda LLP is examining the board of directors’ decision to sell Alliance Financial now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.
Robbins Umeda LLP attorneys highlight that Alliance Financial shareholders have the option to file a class action lawsuit against the company to secure the best possible price for the company’s shareholders and the disclosure of material information to shareholders so they can vote on the transaction in an informed manner.
Robbins Umeda LLP is a nationally recognized leader in securities litigation and shareholder rights law. The firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits, and has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested. For more information, please go to http://www.robbinsumeda.com.
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Source: Robbins Umeda LLP