Investigation Overview
May 21, 2013 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of CFS Bancorp, Inc. (NASDAQ:CITZ) was announced concerning whether the offer by First Merchants Corporation to acquire CFS Bancorp, Inc. for approximately $10.49 per NASDAQ:CITZ share and the takeover process are unfair to investors in CFS Bancorp shares.
The investigation by a law firm concerns whether certain officers and directors of CFS Bancorp, Inc. breached their fiduciary duties owed to NASDAQ:CITZ investors in connection with the proposed acquisition.
On May 13, 2013, First Merchants Corporation (NASDAQ: FRME) and CFS Bancorp, Inc. (NASDAQ: CITZ) announced that they have executed an agreement whereby CFS Bancorp, Inc will merge with and into First Merchants, and its wholly-owned bank subsidiary, Citizens Financial Bank, will merge with and into First Merchants Bank, NA.
The merger agreement provides that shareholders of CFS Bancorp, Inc will have the right to receive 0.65 shares of First Merchants common stock for each share of CFS Bancorp, Inc common stock owned. Based on the closing price of First Merchants common stock on May 10, 2013 of $16.14, the transaction value is approximately $114.7 million, with an implied price per share of CFS Bancorp, Inc common stock of $10.49.
However, given that at least one analyst has set the high target price for NASDAQ:CITZ shares at $15.11 per share, the investigation a law firm concerns whether the offer is too low for NASDAQ:CITZ stockholders. In addition, the investigation focuses on whether the CFS 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.
CFS Bancorp, Inc. (NASDAQ:CITZ) reported that its Net Loss of $10.47 million in 2011 turned into a Net Income of $4.67 million in 2012.
Shares of CFS Bancorp, Inc. (NASDAQ:CITZ) grew from $1.95 per share in March 2009 to as high as $9.39 on May 8, 2013.