Investigation Overview
Only hours after Danvers Bancorp, Inc. announced that its board of directors agreed to a takeover of Danvers Bancorp by People's United Financial, Inc. an investigation for investors in Danvers Bancorp, Inc. (NASDAQ:DNBK) questions whether the offer and the sale process are unfair to DNBK investors.
The investigation by a law firm concerns whether certain officers and directors at Danvers Bancorp, Inc. breached their fiduciary duty owed to the shareholders of Danvers Bancorp, Inc. (NASDAQ:DNBK) arising out of their attempt to sell Danvers Bancorp to People's United Financial, Inc.
After the market closed on Thursday, Jan. 20, 2011, Danvers Bancorp, Inc. (Nasdaq: DNBK) and People's United Financial, Inc. (Nasdaq: PBCT) announced an agreement pursuant to which People's United Financial will acquire Danvers Bancorp, in a 55% stock and 45% cash transaction valued at approximately $493 million. Under the terms of the agreement Danvers Bancorp shareholders may elect to receive either $23.00 in cash, or 1.624 shares of People's United Financial stock for each Danvers Bancorp share, subject to customary pro ration provisions, whereby 55% of Danvers Bancorp shares will be exchanged for stock and 45% for cash.
Shares of Danvers Bancorp, Inc. (NASDAQ:DNBK), which closed on Thursday before the announcement at $17.02, jumped in after hours trading to $22 per share or almost 30%.
But investigation seeks to determine whether Danvers Bancorp, Inc. and certain of its officers and directors breached their fiduciary duties owed to Danvers Bancorp, Inc. (NASDAQ:DNBK) investors by rushing into the transaction and failing to undertake an adequate and fair sales process to obtain fair consideration for all shareholders of Danvers Bancorp (DNBK), specifically by entering into any transaction before adequately shop the Company. A potential class action lawsuit would seek to maximize the amount of money and information DNKB shareholders would receive in a buyout, so the law firm.