Investigation Overview
Sept. 13, 2012 (Shareholders Foundation) -- An investigation on behalf of investors in Citizens Republic Bancorp, Inc. (NASDAQ:CRBC) shares was announced concerning whether the offer by FirstMerit Corporation to acquire Citizens Republic Bancorp, Inc. for a value of $22.50 per NASDAQ:CRBC share and the takeover process are unfair to investors in NASDAQ:CRBC shares.
The investigation by a law firm concerns whether certain officers and directors of Citizens Republic Bancorp, Inc. breached their fiduciary duties owed to NASDAQ:CRBC investors in connection with the proposed acquisition.
On September 12, 2012, FirstMerit Corporation (NASDAQ: FMER) and Citizens Republic Bancorp, Inc. (NASDAQ: CRBC) announced that they have entered into an agreement under which FirstMerit will acquire Citizens Republic Bancorp, Inc in a stock-for-stock transaction with a total value of approximately $912 million based on FirstMerits average ten-day closing stock price ended September 12, 2012. Under the terms of the proposed transaction Citizens Republic Bancorp shareholders will receive a fixed 1.37 shares of FirstMerit (NASDAQ: FMER) common stock in exchange for each share of Citizens common stock.
Based on FirstMerits average ten-day closing stock price ended September 12, 2012, the implied value of a Citizens share would be $22.50.
However, Citizens Republic Bancorps financial performance improved lately. Its Net Loss of $514.21 million in 2009 turned into a Net Income of $6.67 million in 2011. In addition, shares of Citizens Republic Bancorp, Inc. (NASDAQ:CRBC) grew at an exceptional growth rate. Its shares grew within 12 months from $6.65 per share in August 2011 to $20.58 per share in August 2012.
Therefore, the investigation a law firm concerns whether the proposed transaction is unfair to NASDAQ:CRBC stockholders. Specifically, the investigation focuses on whether the Citizens Republic 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.