Investigation Overview
An investigation on behalf of investors, who currently hold shares of Guaranty Bancorp (NASDAQ: GBNK), was announced concerning whether the takeover of Guaranty Bancorp. by Independent Bank Group, Inc is unfair to NASDAQ: GBNK stockholders.
The investigation by a law firm concerns whether certain officers and directors of Guaranty Bancorp breached their fiduciary duties owed to NASDAQ: GBNK investors in connection with the proposed acquisition.
Denver, CO based Guaranty Bancorp operates as the bank holding company for Guaranty Bank and Trust Company that provides various banking and other financial services to consumers, and small to medium-sized businesses. On May 22, 2018, Independent Bank Group, Inc. (NASDAQ:IBTX), the holding company for Independent Bank, and Guaranty Bancorp (NASDAQ:GBNK), the holding company for Guaranty Bank and Trust Company, jointly announced the signing of a merger agreement pursuant to which Guaranty Bancorp will merge with and into Independent Bank Group in an all-stock transaction. Under the terms of the merger agreement, shareholders of Guaranty Bancorp will receive 0.45 shares of IBTX common stock for each share of GBNK common stock. The aggregate consideration is valued at approximately $1.0 billion, or approximately $35.37 per GBNK share, based on the closing price of IBTX common stock of $78.60 on May 21, 2018.
However, given that at least one analyst has set the high price target for NASDAQ:GBNK shares at $39.00 per share, the investigation concerns whether the offer is unfair to NASDAQ: GBNK stockholders. More specifically, the investigation concerns whether the Guaranty 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.
Guaranty Bancorp reported that its annual Total Revenue rose from $119.11 million in 2016 to $159.74 million in 2017 and that its Net Income increased from $24.72 million in 2016 to $38.62 million in 2017.
Shares of Guaranty Bancorp (NASDAQ: GBNK) closed on June 7, 2018, at $24.50 per share.