Investigation Overview
October 20, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of NewBridge Bancorp (NASDAQ:NBBC), was announced concerning whether the takeover of NewBridge Bancorp by Yadkin Financial Corporation for $11.40 per share is unfair to NASDAQ:NBBC stockholders.
The investigation by a law firm concerns whether certain officers and directors of NewBridge Bancorp breached their fiduciary duties owed to NASDAQ:NBBC investors in connection with the proposed acquisition.
On October 13, 2015, Yadkin Financial Corporation and NewBridge Bancorp (NASDAQ:NBBC) announced that they have entered into a merger agreement, pursuant to which Yadkin Financial Corporation will acquire NewBridge Bancorp (NASDAQ:NBBC). Under the terms of the proposed transaction Yadkin Financial Corporation will acquire 100% of the outstanding shares of NewBridge in exchange for shares of Yadkin Financial Corporation's common stock. The exchange ratio has been fixed at 0.50 shares of Yadkin's common stock for each share of NewBridge which equates to a deal value of $11.40 per share, or approximately $456 million in the aggregate, based on YDKN's closing price of $22.79 as of October 12, 2015.
However, the investigation concerns whether the offer is unfair to NASDAQ:NBBC stockholders. More specifically, the investigation concerns whether the NewBridge 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.