NEW YORK--(BUSINESS WIRE)-- Newman Ferrara LLP is investigating potential claims against the Board of Directors of Alliance Financial Corporation (“Alliance”) (Nasdaq: ALNC) concerning the proposed acquisition of Alliance by NBT Bancorp Inc. (“NBT”) (Nasdaq: NBTB).
On October 8, 2012, Alliance announced that it had entered into a definitive agreement to be acquired by NBT in a stock-for-stock deal valued at approximately $233.4 million. Under the terms of the agreement, Alliance’s shareholders will receive a fixed 2.1779 shares of NBT common stock in exchange for each share of Alliance stock owned. Alliance announced the deal as providing Alliance’s shareholders with consideration valued at over $48.00 per share of Alliance stock owned based on NBT’s average five-day closing price ended October 5, 2012 of $22.04 per share. However, on October 8, 2012, NBT common stock closed at a trading price of $21.50 per share, representing potential consideration for Alliance shareholders of $46.82 per share, a price less than the announced $48.00 per share offer price.
Alliance’s Board of Directors has unanimously approved the proposed merger agreement which is expected to close during the second quarter of 2013. Pursuant to the merger agreement, Alliance’s Chairman, President and Chief Executive Officer, Jack Webb, will become a member of NBT’s executive management team and two other members of Alliance’s Board of Directors will become members of NBT’s Board of Directors.
Newman Ferrara LLP’s investigation concerns whether Alliance’s Board of Directors has breached its fiduciary duties to act in the best interests of Alliance’s shareholders and to take all necessary steps to ensure that Alliance’s shareholders receive the maximum value readily available for their shares of Alliance common stock.
Concerned investors are encouraged to contact Newman Ferrara attorney Roy Shimon at (212) 619-5400 or firstname.lastname@example.org to discuss this investigation, their rights, or potential remedies.
Newman Ferrara maintains a multifaceted practice based in New York City with attorneys specializing in complex commercial and multi-party litigation, securities fraud and shareholder litigation, consumer protection, civil rights, and real estate. For more information, please visit the firm website at www.nfllp.com.
Newman Ferrara LLP
Roy Shimon, 212-619-5400
Source: Newman Ferrara LLP