April 25, 2012 (Shareholders Foundation) -- An investor in NASDAQ:EBTX shares filed a lawsuit against directors of Encore Bancshares, Inc in effort to stop the proposed takeover of Encore Bancshares, Inc by Cadence Bancorp, LLC for $20.62 per NASDAQ:EBTX share.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:EBTX stockholders arising out of the attempt to sell Encore Bancshares at an unfair price and an unfair process to Cadence Bancorp, LLC

On March 6, 2012, Cadence Bancorp, LLC announced that it has entered into an agreement to purchase Encore Bancshares, Inc. (NASDAQ: EBTX) in an all-cash transaction. Under terms of the proposed transaction, Cadence Bancorp, LLC will pay $20.62 per NASDAQ: EBTX share, or approximately $250 million for the approximately 12.1 million outstanding shares of Encore Bancshares, Inc., equating to a 2.4x price to tangible book value multiple.

Following the takeover news shares of Encore Bancshares, Inc (NASDAQ:EBTX) from $14.91 per share on Monday to $20.29 on Tuesday.

However, the plaintiff claims that the proposed transaction is designed to protect and advance the interests of certain directors at Encore Bancshares, Inc at the expense of Encore Bancshares, Inc and its public shareholders. The plaintiff says that the Chairman and CEO along with other members of Encore Bancshares’ board of directors will receive substantial personal compensation that they would not otherwise receive at this time absent of the transaction.