The Ademi Firm is investigating CNBN (OTC: CNBN) for possible breaches of fiduciary duty and other violations of law in its transaction with HBT Financial Inc.
Shareholders of CNBN will receive 1.0434 shares of HBT common stock per CNBN share, $27.73 per share in cash, or a combination of both, subject to adjustment and proration provisions. The implied per share purchase price is $25.92. Upon closing, CNBN shareholders are expected to hold approximately 15% of HBT’s outstanding common stock.
CNBN insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for CNBN by imposing a significant penalty if CNBN accepts a competing bid. We are investigating the conduct of the CNBN board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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