Investigation Overview
An investigation on behalf of investors, who currently hold shares of SI Financial Group, Inc. (NASDAQ: SIFI), was announced concerning whether the takeover of SI Financial Group, Inc. is unfair to NASDAQ: SIFI stockholders.
The investigation by a law firm concerns whether certain officers and directors of SI Financial Group, Inc. breached their fiduciary duties owed to NASDAQ: SIFI investors in connection with the proposed acquisition.
On December 11, 2018, Berkshire Hills Bancorp, Inc. (NYSE: BHLB) and SI Financial Group, Inc. (NASDAQ: SIFI) announced that they have signed a merger agreement under which Berkshire Hills Bancorp, Inc will acquire SI Financial Group, Inc. (NASDAQ: SIFI) and its subsidiary, Savings Institute Bank and Trust Company, in an all-stock transaction valued at $180 million based on Berkshire's stock price as of the close of business on December 10, 2018. Under the terms of the merger agreement, each outstanding share of SIFI common stock will be exchanged for 0.48 shares of Berkshire Hills common stock, or a value of approximately $14.995 per share.
However, given that NASDAQ: SIFI shares traded in July 2018 as high as $16.35 per share in the open market, the investigation concerns whether the offer is unfair to NASDAQ: SIFI stockholders. More specifically, the investigation concerns whether the SI Financial Group 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.