Investigation Overview
September 16, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Baylake Corporation (NASDAQ:BYLK ), was announced concerning whether the takeover of Baylake Corporation by Nicolet Bankshares for $15.02 per share is unfair to NASDAQ:BYLK stockholders.
The investigation by a law firm concerns whether certain officers and directors of Baylake Corporation breached their fiduciary duties owed to NASDAQ:BYLK investors in connection with the proposed acquisition.
On September 8, 2015, Nicolet Bankshares, Inc. (OTCQB: NCBS) and Baylake Corporation (NASDAQ:BYLK) announce the signing of a merger agreement under which Nicolet and Baylake Corporation (NASDAQ:BYLK) will merge to create the largest community bank north of Milwaukee. In the merger, Baylake shareholders will receive a fixed ratio of 0.4517 shares of Nicolet common stock for each share of Baylake Corporation (NASDAQ:BYLK) common stock. This implies a transaction value of $15.02 per share of Baylake Corporation (NASDAQ:BYLK) stock or approximately $141 million in aggregate consideration based upon Nicolet's closing price of $33.25 as of September 8, 2015.
However, the investigation concerns whether the offer is unfair to NASDAQ:BYLK stockholders. More specifically, the investigation concerns whether the Baylake Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Baylake Corporation reported that its Net Income increased from $4.48 million in 2011 to $8.92 million in 2014.
On September 16, 2015, NASDAQ:BYLK shares closed at $14.18 per share.