Investigation Overview
An investigation on behalf of investors, who currently hold shares of MB Financial, Inc. (NASDAQ: MBFI), was announced concerning whether the takeover of MB Financial, Inc. by Fifth Third Bancorp is unfair to NASDAQ: MBFI stockholders.
The investigation by a law firm concerns whether certain officers and directors of MB Financial, Inc. breached their fiduciary duties owed to NASDAQ: MBFI investors in connection with the proposed acquisition.
On May 21, 2018, Fifth Third Bancorp (Nasdaq: FITB) and MB Financial, Inc. (Nasdaq: MBFI) announced the signing of a definitive merger agreement under which MB Financial, Inc. will merge with Fifth Third Bancorp in a transaction valued at approximately $4.7 billion. Based on the closing price of Fifth Thirds common shares on May 18, 2018, common shareholders of MB Financial will receive $54.20 of total consideration, consisting of 1.45 shares of Fifth Third common stock and $5.54 in cash for each share of MB Financial common stock.
However, given that at least one analyst has set the high target price for NASDAQ:MBFI shares at $56.00 per share, the investigation concerns whether the offer is unfair to NASDAQ: MBFI stockholders. More specifically, the investigation concerns whether the MB 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.
MB Financial, Inc. reported that its annual Total Revenue rose from $932.08 million in 2016 to over $1.03 billion in 2017 and that its Net Income increased from $174.13 million in 2016 to $304.04 million in 2018.
Shares of MB Financial, Inc. (NASDAQ: MBFI) closed on May 25, 2018, at $50.56 per share.