UB Bancorp

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Ademi LLP is investigating UB Bancorp (OTCQX: UBNC) for possible breaches of fiduciary duty and other violations of law in its transaction with F.N.B. Corporation.

Ademi LLP alleges UB Bancorp’s financial outlook and prospects are excellent and yet UB Bancorp holders will receive only 1.61 shares of FNB common stock for each share of UB Bancorp common stock they own, or $19.56 per share based upon the closing stock price of FNB as of Tuesday, May 31, 2022. The transaction agreement unreasonably limits competing bids for UB Bancorp by imposing a significant penalty if UB Bancorp accepts a superior bid. UB Bancorp insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of UB Bancorp’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 UB Bancorp.