November 05, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of First Niagara Financial Group Inc. (NASDAQ:FNFG), was announced concerning whether the takeover of First Niagara Financial Group Inc. by KeyCorp is unfair to NASDAQ:FNFG stockholders.

The investigation by a law firm concerns whether certain officers and directors of First Niagara Financial Group Inc. breached their fiduciary duties owed to NASDAQ:FNFG investors in connection with the proposed acquisition.

On October 30, 2015 KeyCorp (NYSE: KEY) and First Niagara Financial Group Inc. (NASDAQ:FNFG) announced that they have entered into an agreement under which KeyCorp will acquire First Niagara Financial Group Inc. (NASDAQ:FNFG) in a cash and stock transaction for total consideration valued at approximately $4.1 billion. Under the terms of the agreement, First Niagara Financial Group Inc. (NASDAQ:FNFG) shareholders will receive 0.68 KeyCorp shares and $2.30 in cash for each First Niagara Financial Group Inc. (NASDAQ:FNFG) common share. The per share consideration is valued at $11.40 per NASDAQ:FNFG share based on the closing price of KeyCorp common stock on October 29, 2015.

However given that at least one analyst has set the high target price for NASDAQ:FNFG shares at $13.00 per share, the investigation concerns whether the offer is unfair to NASDAQ:FNFG stockholders. More specifically, the investigation concerns whether the First Niagara 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.