Comunibanc Corp.

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Ademi LLP is investigating Comunibanc (OTCPK: CBCZ) for possible breaches of fiduciary duty and other violations of law in its transaction with Civista.

Ademi LLP alleges Comunibanc’s financial outlook and prospects are excellent and yet Comunibanc shareholders will receive only 1.1888 shares of Civista common stock and $30.13 in cash for each Comunibanc share, implying a deal value of $60.59 per Comunibanc share based on the closing price of Civista's common stock on January 7, 2022 of $25.62. The merger agreement unreasonably limits competing bids for Comunibanc by prohibiting solicitation of further bids, and imposing a significant penalty if Comunibanc accepts a superior bid. Comunibanc insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of Comunibanc’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Comunibanc.