Ademi LLP is investigating HMN Financial (Nasdaq: HMNF) for possible breaches of fiduciary duty and other violations of law in its transaction with Alerus.
In the transaction, stockholders of HMN Financial will receive 1.25 shares of Alerus common stock for each share of HMN Financial common stock they own. Based on Alerus’ closing price of $20.69 as of May 14, 2024, the aggregate deal value is approximately $116.4 million, or $25.86 per share. Upon completion of the transaction, one HMN Financial director will join the Alerus Board of Directors. The transaction agreement unreasonably limits competing transactions for HMN Financial by imposing a significant penalty if HMN Financial accepts a competing bid. HMN Financial insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of HMN Financial’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.