Cortland Bancorp Inc.

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Ademi LLP is investigating Cortland (NASDAQ: CLDB) for possible breaches of fiduciary duty and other violations of law in its transaction with Farmers.

Ademi LLP alleges Cortland’s financial outlook is excellent and yet Cortland shareholders will receive only either $28.00 per share in cash or 1.75 shares of Farmers’ common stock, subject to an overall limitation of 75% of the shares being exchanged for Farmers shares and 25% for cash. Based on Farmers’ closing share price of $16.87 on June 22, 2021, the transaction is valued at approximately $124.0 million or $29.14 per share. The merger agreement unreasonably limits competing bids for Cortland by prohibiting solicitation of further bids, and imposing a termination penalty if Cortland accepts a superior bid. Cortland insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Cortland’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 Cortland.