MILWAUKEE, April 24, 2018 /PRNewswire/ -- Ademi & O'Reilly, LLP is investigating the Board of Directors of Charter Financial Corporation (NASDAQ: CHFN) for possible breaches of fiduciary duty and other violations of Maryland law in connection with the sale of Charter to CenterState Bank Corporation.
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Ademi & O'Reilly, LLP alleges Charter's long-term financial outlook is improving and yet Charter shareholders will receive only 0.738 of a share of CenterState common stock and $2.30 in cash consideration for each outstanding share of Charter common stock. Based on CenterState's stock price of $27.72 as of April 24, 2018, this equates to a per share value of $22.76. CenterState is well aware of Charter's improving financial metrics and is purchasing Charter at a substantial discount. The merger agreement unreasonably limits competing bids for Charter by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Charter receive and accept a superior bid. Charter insiders, their affiliates and other major shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of Charter. Our investigation centers on the conduct of Charter's Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Charter given its current financial condition and prospects.
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