Investigation Overview
March 16, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Bridge Capital Holdings (NASDAQ:BBNK), was announced concerning whether the takeover of Bridge Capital Holdings by Western Alliance Bancorporation is unfair to NASDAQ:BBNK stockholders.
The investigation by a law firm concerns whether certain officers and directors of Bridge Capital Holdings breached their fiduciary duties owed to NASDAQ:BBNK investors in connection with the proposed acquisition.
On March 9, 2015, Western Alliance Bancorporation and Bridge Capital Holdings (NASDAQ: BBNK) announced that they have signed an agreement pursuant to which Western Alliance Bancorporation will acquire Bridge Capital Holdings. Under the terms of the proposed transaction each shareholder of Bridge Capital Holdings will receive 0.8145 of a share of Western Alliance Bancorporation and $2.39 in cash for each share of Bridge common stock owned. In aggregate, the transaction is valued at approximately $425 million, including certain unvested restricted stock awards and stock options previously issued by Bridge Capital that will be converted to Western Alliance equity awards under the terms of the Agreement. Based of Western Alliance's closing price on March 9, 2015, Bridge Capital shareholders would have received compensation valued at approximately $26.32 per share.
However, given that at least one analyst has set the high target price for NASDAQ:BBNK shares at $28.50 per share, the investigation concerns whether the offer is unfair to NASDAQ:BBNK stockholders. More specifically, the investigation concerns whether the Bridge Capital Holdings 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.
Bridge Capital Holdings reported that its annual Net Income rose from $7.85 million in 2011 to $17.60 million in 2014. Shares of Bridge Capital Holdings (NASDAQ:BBNK) grew from $8.61 per share in early 011 to as high as $24.88 per share in July 2014.