Ademi LLP is investigating Touchstone (OTCPK: TSBA) for possible breaches of fiduciary duty and other violations of law in its transaction with First National Corporation.
In the transaction, Touchstone shareholders will receive only receive 0.8122 shares of First National stock for each share of Touchstone stock. Based on First National’s closing stock price of $17.55 as of March 22, 2024, this equates to an aggregate deal value of approximately $47.0 million, or $14.25 per share of Touchstone stock. The transaction agreement unreasonably limits competing transactions for Touchstone by imposing a significant penalty if Touchstone accepts a competing bid. Touchstone insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Touchstone’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.