Newman Ferrara LLP Announces Investigation of Alliance Financial Corporation
09 Octobre 2012 - 3:37PM
Business Wire
Newman Ferrara LLP is investigating potential claims against the
Board of Directors of Alliance Financial Corporation (“Alliance”)
(Nasdaq: ALNC) concerning the proposed acquisition of Alliance by
NBT Bancorp Inc. (“NBT”) (Nasdaq: NBTB).
On October 8, 2012, Alliance announced that it had entered into
a definitive agreement to be acquired by NBT in a stock-for-stock
deal valued at approximately $233.4 million. Under the terms of the
agreement, Alliance’s shareholders will receive a fixed 2.1779
shares of NBT common stock in exchange for each share of Alliance
stock owned. Alliance announced the deal as providing Alliance’s
shareholders with consideration valued at over $48.00 per share of
Alliance stock owned based on NBT’s average five-day closing price
ended October 5, 2012 of $22.04 per share. However, on October 8,
2012, NBT common stock closed at a trading price of $21.50 per
share, representing potential consideration for Alliance
shareholders of $46.82 per share, a price less than the announced
$48.00 per share offer price.
Alliance’s Board of Directors has unanimously approved the
proposed merger agreement which is expected to close during the
second quarter of 2013. Pursuant to the merger agreement,
Alliance’s Chairman, President and Chief Executive Officer, Jack
Webb, will become a member of NBT’s executive management team and
two other members of Alliance’s Board of Directors will become
members of NBT’s Board of Directors.
Newman Ferrara LLP’s investigation concerns whether Alliance’s
Board of Directors has breached its fiduciary duties to act in the
best interests of Alliance’s shareholders and to take all necessary
steps to ensure that Alliance’s shareholders receive the maximum
value readily available for their shares of Alliance common
stock.
Concerned investors are encouraged to contact Newman Ferrara
attorney Roy Shimon at (212) 619-5400 or rshimon@nfllp.com to
discuss this investigation, their rights, or potential
remedies.
Newman Ferrara maintains a multifaceted practice based in New
York City with attorneys specializing in complex commercial and
multi-party litigation, securities fraud and shareholder
litigation, consumer protection, civil rights, and real estate. For
more information, please visit the firm website at
www.nfllp.com.
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