An investigation on behalf of investors, who currently hold shares of National Commerce Corporation (NASDAQ: NCOM), was announced concerning whether the takeover of National Commerce Corporation is unfair to NASDAQ: NCOM stockholders.

The investigation by a law firm concerns whether certain officers and directors of National Commerce Corporation breached their fiduciary duties owed to NASDAQ: NCOM investors in connection with the proposed acquisition.

Birmingham, AL based National Commerce Corporation operates as the bank holding company for National Bank of Commerce that provides various financial services to businesses, business owners, and professionals.

On November 26, 2018, CenterState Bank Corporation (Nasdaq-GS: CSFL) and National Commerce Corporation (Nasdaq: NCOM), jointly announced the signing of a definitive agreement pursuant to which National Commerce will merge with and into CenterState in an all-stock transaction. This combination of two high-performing banks will create a leading Southeastern regional bank, with branches in Florida, Georgia and Alabama. Under the terms of the transaction, National Commerce shareholders will receive 1.65 shares of CenterState Bank for each share of National Commerce stock they own, representing a value of approximately $40.01 per share.

However, given that at least one analyst has set the high target price for NASDAQ NCOM shares at $46.00 per share and given that NASDAQ: NCOM shares reached in the open market as recently as July 2018 as high as $48.55 per share, the investigation concerns whether the offer is unfair to NASDAQ: NCOM stockholders. More specifically, the investigation concerns whether the National Commerce 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.

National Commerce Corporation reported that its annual Total Revenue rose from $77.89 million in 2016 to $115.56 million in 2017 and that its Net Income increased from $17.85 million in 2016 to $20.06 million in 2017.