Liberty Bancshares, Inc.

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Ademi LLP is investigating Liberty (OTC Markets: LBSI) for possible breaches of fiduciary duty and other violations of law in its transaction with Middlefield.

Ademi LLP alleges Liberty’s financial outlook and prospects are excellent and yet Liberty holders will receive only 2.752 shares of Middlefield’s common stock. Based on Middlefield’s closing share price of $24.95 on May 25, 2022, the transaction is valued at approximately $64.4 million. The transaction agreement unreasonably limits competing bids for Liberty by imposing a significant penalty if Liberty accepts a superior bid. Liberty insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of Liberty’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 Liberty.