MB Financial

Practice Area: 
Stock Symbol: 
Case Status: 

Ademi & O’Reilly, LLP is investigating the Board of Directors of MB Financial, Inc. (NYSE: MBFI) for possible breaches of fiduciary duty and other violations of Maryland law in connection with the sale of MB Financial to Fifth Third.

Ademi & O’Reilly, LLP alleges MB Financial’s long-term financial outlook is improving and yet MB Financial shareholders will receive only 1.45 shares of Fifth Third common stock and $5.54 in cash for each share of MB Financial common stock they own, or approximately $54.20.  Fifth Third is well aware of MB Financial’s improving financial metrics and is purchasing MB Financial at a substantial discount.  The merger agreement unreasonably limits competing bids for MB Financial by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should MB Financial receive and accept a superior bid. MB Financial insiders, their affiliates and other major shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of MB Financial. Our investigation centers on the conduct of MB Financial’s Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for MB Financial given its current financial condition and prospects.