Investigation Overview
An investigation on behalf of current investors of Pamrapo Bancorp, Inc. (Public, NASDAQ:PBCI), who purchased their shares before June 30, 2009, over possible breaches of fiduciary duty and other violations of state law by the board of directors of Pamrapo Bancorp, Inc.
(Public, NASDAQ:PBCI) was announced.
According to the investigation by a law firm the investigation focuses on possible breaches of fiduciary duty by the Pamrapo Bancorp board of directors in connection with their attempt to sell Pamrapo Bancorp to BCB Bancorp, Inc. On June 30, 2009 BCB Bancorp, Inc. and Pamrapo Bancorp, Inc. jointly announced the signing of a definitive merger agreement.
Under the terms of the agreement Pamrapo Bancorp will merge with Bancorp, Inc. Pamrapo Bancorp, Inc shareholders will receive 1.00 share of BCB Bancorp, Inc. (Nasdaq GM: BCBP) for each share of Pamrapo Bancorp, Inc. (Nasdaq GM: PBCI). Based on the June 29, 2009 closing price of BCB Bancorp shares, the transaction is valued at $9.50 per share or approximately $46.6 million in the aggregate.
According to the investigation by the law firm the investigation concerns whether the Pamrapo Bancorp Board of Directors breached their fiduciary duties to Pamrapo Bancorp shareholders given that (i) the Company's shares traded at $10.86 as recently as June 10, 2009; (ii) the Company has a book value in excess of $11.00 per share; (iii) the Company's chairman and CEO will have positions in the post-merger entity; and (iii) the Pamrapo Bancorp Board of Directors agreed to a strict 'no solicitation' provision and agreed to pay an excessive $2.5 million termination fee which will all but ensure that no superior offer will ever be forthcoming.
Pamrapo Bancorp, Inc. is located in Bayonne, NJ and is a savings and loan holding company that operates principally through its subsidiary, Pamrapo Savings Bank, S.L.A. Pamrapo Bancorp, Inc. had $657.45million in Total Assets and reported a Net Income of $4.35million in 2007 and had $598.01million in Total Assets in 2008 with a net income of $2.46million. Shares of Pamrapo Bancorp, Inc. (Public, NASDAQ:PBCI) increased after the announcement to $ 9.75 per share on July 1, 2009, but declined to $8.85 per share on Monday, July 06, 2009. Shares of Pamrapo Bancorp, Inc. (NASDAQ:PBCI) are down from a 52weekHigh of $15.50 per share and $25 per share in 2007.