Investigation Overview
August 30, 2016 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Cardinal Financial Corporation (NASDAQ:CFNL), was announced concerning whether the takeover of Cardinal Financial Corporation . by United Bankshares, Inc for a value of approximately $27.63 per share is unfair to NASDAQ:CFNL stockholders.
The investigation by a law firm concerns whether certain officers and directors of Cardinal Financial Corporation breached their fiduciary duties owed to NASDAQ:CFNL investors in connection with the proposed acquisition.
On August 18, 2016, United Bankshares, Inc. (NASDAQ: UBSI) Chairman and Chief Executive Officer, Richard M. Adams, announced the signing of a merger agreement with Cardinal Financial Corporation (NASDAQ:CFNL). Under the terms of the agreement, valued at approximately $912 million, Cardinal Financial Corporation (NASDAQ:CFNL) shareholders will only receive 0.71 shares of United Bankshares per share held. Based on a August 17, 2016, closing price of 38.91 per NASDAQ: UBSI share investors in shares of Cardinal Financial Corporation (NASDAQ:CFNL) will receive a value of approximately $27.63 per NASDAQ:CFNL shares.
However, given that at least one analyst has set the high target price for NASDAQ:CFNL shares at $28.00 per share, the investigation concerns whether the offer is unfair to NASDAQ:CFNL stockholders. More specifically, the investigation concerns whether the Cardinal Financial 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.