The Ademi Firm is investigating Middlefield (Nasdaq: MBCN) for possible breaches of fiduciary duty and other violations of law in its transaction with Farmers National Banc Corp.
In the transaction, Middlefield shareholders will receive 2.6 shares of Farmers common stock for each Middlefield share. Based on Farmers’ closing price of $13.91 on October 20, 2025, the transaction values Middlefield shares at $36.17 each.
Middlefield insiders will continue to receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Middlefield by imposing a significant penalty if Middlefield accepts a competing bid. We are investigating the conduct of the Middlefield board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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