Ademi LLP is investigating Howard (NASDAQ: HBMD) for possible breaches of fiduciary duty and other violations of law in its transaction with FNB.
Ademi LLP alleges Howard’s financial outlook is excellent and yet Howard shareholders will receive only 1.8 shares of FNB common stock for each share of Howard common stock they own, or $21.96 per share, based upon the closing stock price of FNB as of Monday, July 12, 2021. The exchange ratio is fixed. The merger agreement unreasonably limits competing bids for Howard by prohibiting solicitation of further bids, and imposing a termination penalty if Howard accepts a superior bid. Howard insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Howard’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 Howard.