Integrated Financial Holdings, Inc.

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Ademi LLP is investigating Integrated Financial (OTCQX: IFHI) for possible breaches of fiduciary duty and other violations of law in its transaction with Capital Bancorp.

In the transaction, Integrated Financial shareholders will receive only receive $5.36 in cash and 1.115 shares of CBNK common stock for each share of IFH common stock. Based on the closing price of Capital common stock of $20.00 on March 26, 2024, the implied per share purchase price, inclusive of the cash consideration, is $27.66. At or immediately prior to the closing, IFH is expected to distribute its minority equity interest in Dogwood State Bank to IFH shareholders in the form of a dividend equal to approximately 0.469 shares of Dogwood State Bank for each share of IFH common stock, a value of $7.69/share or approximately $18 million based on the closing price of Dogwood State Bank on March 26, 2024. At closing, Capital shareholders will own approximately 84% and IFH shareholders will own approximately 16% of the combined company.  The transaction agreement unreasonably limits competing transactions for Integrated Financial by imposing a significant penalty if Integrated Financial accepts a competing bid. Integrated Financial insiders will receive substantial benefits as part of change of control arrangements.

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