Heartland Financial, USA Inc.

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Ademi LLP is investigating Heartland Financial (NASDAQ: HTLF) for possible breaches of fiduciary duty and other violations of law in its transaction with UMB Financial.

In the transaction, Heartland Financial stockholders will receive only 0.55 shares of UMB common stock for each share of HTLF common stock. This per share consideration is valued at $45.74 per share based on UMB’s closing price of $83.17 on April 26, 2024. Following completion of the transaction, former HTLF stockholders are expected to collectively represent approximately 31% of the combined company. At the closing of the transaction, five members of the HTLF Board of Directors will join the UMB Board, which will be expanded to 16 members. The transaction agreement unreasonably limits competing transactions for Heartland Financial by imposing a significant penalty if Heartland Financial accepts a competing bid. Heartland Financial insiders will receive substantial benefits as part of change of control arrangements.