Investigation Overview
June 13, 2013 (Shareholders Foundation) - An investigation on behalf of investors in Stellarone Corp (NASDAQ:STEL) shares was announced concerning whether the offer by Union First Market Bankshares Corporation to acquire Stellarone Corp. for a value of approximately $19.50 per NASDAQ:STEL share and the takeover process are unfair to investors in Stellarone shares.
The investigation by a law firm concerns whether certain officers and directors of Stellarone Corp breached their fiduciary duties owed to NASDAQ:STEL investors in connection with the proposed acquisition.
On June 10, 2013, Union First Market Bankshares Corporation (Nasdaq:UBSH) and StellarOne Corporation (Nasdaq:STEL) announced the signing of a merger agreement, pursuant to which Union First Market Bankshares Corporation will acquire StellarOne Corporation.
Under the terms of the agreement, common shareholders of StellarOne will receive 0.9739 shares of Union First Market Bankshares Corporation common stock for each share of StellarOne. This implies a deal value per share of $19.50 or approximately $445.1 million in the aggregate based on Union First Market Bankshares Corporation's closing stock price of $20.02 on June 7, 2013.
However, the investigation by a law firm concerns whether the offer is too low for NASDAQ:STEL stockholders. More specifically, the investigation focuses on whether the Stellarone 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.
Stellarone Corp reported that its Net Loss of $8.53 million in 2009 turned into a Net Income of $22.16 million in 2012.
On June 13, 2013, NASDAQ:STEL shares closed at $19.40 per share.