The Ademi Firm is investigating FineMark (OTCQX:FNBT) for possible breaches of fiduciary duty and other violations of law in its transaction with Commerce Bancshares.
In the tender offer transaction, shareholders of FineMark will receive a fixed exchange ratio of 0.690 shares of Commerce common stock for each share of FineMark common stock. The per share value equates to $41.87 for FineMark shareholders based on the closing price of Commerce common stock on June 13, 2025, or approximately $585 million in the aggregate including the conversion of outstanding preferred stock.
FineMark insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for FineMark by imposing a significant penalty if FineMark accepts a competing bid. We are investigating the conduct of the FineMark board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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