Investigation Overview
November 05, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of River Valley Bancorp (NASDAQ:RIVR), was announced concerning whether the takeover of River Valley Bancorp by German American Bancorp, Inc for a value of approximately $33.00 per share is unfair to NASDAQ:RIVR stockholders.
The investigation by a law firm concerns whether certain officers and directors of River Valley Bancorp breached their fiduciary duties owed to NASDAQ:RIVR investors in connection with the proposed acquisition.
On October 26, 2015, German American Bancorp, Inc. (Nasdaq:GABC) and River Valley Bancorp (NASDAQ:RIVR ') announced that they have entered into an agreement to merge River Valley Bancorp (NASDAQ:RIVR) into German American Bancorp, Inc. Under terms of the definitive agreement, River Valley Bancorp (NASDAQ:RIVR) common shareholders will receive 0.770 shares of German American Bancorp, Inc common stock for each share of River Valley Bancorp (NASDAQ:RIVR) in a tax free exchange, plus a cash payment of $9.90 per River Valley Bancorp (NASDAQ:RIVR) share. Based upon the $30.02 per share 20-day volume weighted average price of German American Bancorp's common shares ending on October 22, 2015 the transaction has a value of $33.00 per River Valley Bancorp (NASDAQ:RIVR) common share.
However, the investigation concerns whether the offer is unfair to NASDAQ:RIVR stockholders. More specifically, the investigation concerns whether the River Valley 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.
River Valley Bancorp reported that its Net Income increased from $1.77 million in 2011 to $4.79 million in 2014.