FNCB Bancorp, Inc.

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Ademi LLP is investigating FNCB (Nasdaq: FNCB) for possible breaches of fiduciary duty and other violations of law in its transaction with Peoples.

In the transaction, FNCB stockholders are expected to receive only 0.1460 shares of Peoples common stock for each share of FNCB common stock they own, resulting in an implied price per share to holders of FNCB Common Stock of approximately $6.44 per share. The transaction agreement unreasonably limits competing transactions for FNCB by imposing a significant penalty if FNCB accepts a competing bid. FNCB insiders will receive substantial benefits as part of change of control arrangements.

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