March 3, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Oneida Financial Corp (NASDAQ:ONFC), was announced concerning whether the takeover of Oneida Financial Corp by Community Bank System, Inc is unfair to NASDAQ:ONFC stockholders.

The investigation by a law firm concerns whether certain officers and directors of Oneida Financial Corp breached their fiduciary duties owed to NASDAQ:ONFC investors in connection with the proposed acquisition.

On February 24, 2015, Community Bank System, Inc. and Oneida Financial Corp. (NASDAQ:ONFC) announced the signing of an agreement pursuant to which Community Bank System, Inc. will acquire Oneida Financial Corp., parent company of Oneida Savings Bank in Oneida, NY, for approximately $142 million in Community Bank System, Inc. stock and cash, or $20 per share. Under the terms of the proposed transaction, shareholders of Oneida Financial Corp. can elect to receive either 0.5635 shares of Community Bank System, Inc. common stock or $20.00 in cash for each share of Oneida Financial Corp. common stock they hold, subject to an overall 60% stock and 40% cash split.

However, the investigation concerns whether the offer is unfair to NASDAQ:ONFC stockholders. More specifically, the investigation concerns whether the Oneida 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.