Ademi LLP is investigating Malvern (NASDAQ: MLVF) for possible breaches of fiduciary duty and other violations of law in its transaction with First Bank.
Ademi LLP alleges Malvern’s financial outlook and prospects are excellent and yet Malvern shareholders are expected to receive only 0.7733 shares of First Bank common stock and $7.80 in cash for each share of Malvern they own. The transaction agreement unreasonably limits competing bids for Malvern by imposing a significant penalty if Malvern accepts a superior bid. Malvern insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Malvern’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 Malvern.