Ademi LLP is investigating Independent Bank Group (NASDAQ: IBTX) for possible breaches of fiduciary duty and other violations of law in its transaction with SouthState.
In the transaction, Independent Bank Group shareholders will receive 0.60 shares of SouthState common stock for each outstanding share of Independent Bank Group common stock. Based on SouthState’s closing stock price of $80.85 as of May 17, 2024, this equates to a per share value of $48.51 and an aggregate transaction value of approximately $2 billion. Additionally, three Independent Bank Group directors, including David Brooks and Independent Bank Group’s Lead Independent Director G. Stacy Smith, will join both the SouthState Corporation board and the SouthState Bank board upon the completion of the transaction. The transaction agreement unreasonably limits competing transactions for Independent Bank Group by imposing a significant penalty if Independent Bank Group accepts a competing bid. Independent Bank Group insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Independent Bank Group’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.