Wake Forest Bancshares, Inc.

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Ademi LLP is investigating Wake Forest Bancshares (OTC Pink: WAKE) for possible breaches of fiduciary duty and other violations of law in its transaction with Piedmont Federal.

In the transaction, Wake Forest Bancshares shareholders will receive only $34.34 in cash for each publicly owned share. Based on 435,296 publicly held shares, the aggregate cash payment equals approximately $14.95 million. The transaction has an implied aggregate deal value of $36.75 million based on a total of 1,070,296 shares outstanding, which includes 635,000 shares of Wake Forest Bancshares owned by Wake Forest Bancorp, M.H.C that will be cancelled concurrently with the transaction. The transaction agreement unreasonably limits competing bids for Wake Forest Bancshares by imposing a significant penalty if Wake Forest Bancshares accepts a superior bid. Wake Forest Bancshares insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of Wake Forest Bancshares’ board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Wake Forest Bancshares.