CapStar Financial Holdings, Inc.

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Ademi LLP is investigating CapStar (NASDAQ: CSTR) for possible breaches of fiduciary duty and other violations of law in its transaction with Old National.

In the transaction, CapStar stockholders are expected to receive only 1.155 shares of Old National common stock, valuing the transaction at approximately $344.4 million, or $16.64 per share, based on Old National’s 30-day volume weighted average closing stock price ending October 25, 2023. The transaction agreement unreasonably limits competing transactions for CapStar by imposing a significant penalty if CapStar accepts a competing bid. CapStar insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of CapStar’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.