February 2, 2017 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of BNC Bancorp (NASDAQ:BNCN), was announced concerning whether the takeover of BNC Bancorp by Pinnacle Financial Partners, Inc. is unfair to NASDAQ:BNCN stockholders.

The investigation by a law firm concerns whether certain officers and directors of BNC Bancorp breached their fiduciary duties owed to NASDAQ:BNCN investors in connection with the proposed acquisition.

On January 23, 2107, Pinnacle Financial Partners, Inc. (Nasdaq: PNFP), the holding company and parent of Pinnacle Bank, and BNC Bancorp (NASDAQ:BNCN), the holding company and parent of Bank of North Carolina, announced the signing of an agreement pursuant to which BNC Bancorp (NASDAQ:BNCN) will merge with and into Pinnacle Financial Partners, Inc. (Nasdaq: PNFP) in an all-stock transaction. Under the terms of the agreement, valued at approximately $1.9 billion, BNC Bancorp (NASDAQ:BNCN) shareholders will only receive 0.5235 shares of Pinnacle Financial Partners, Inc. (Nasdaq: PNFP) common stock per NASDAQ:BNCN share held. Based on the 20-day trailing average closing before the deal was announced, the transaction is valued at approximately $35.70 per NASDAQ:BNCN share.

However, given that at least one analyst has set the high target price for NASDAQ:BNCN shares at $40.00 per share, the investigation concerns whether the offer is unfair to NASDAQ:BNCN stockholders. More specifically, the investigation concerns whether the BNC Bancorp 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.

BNC Bancorp reported that its Net Income rose from $44.45 million in 2015 to $62.91 million in 2016.

On February 2, 2017, NASDAQ:BNCN shares closed at $33.85 per share.