An investigation on behalf of investors, who currently hold shares of Texas Capital Bancshares, Inc. (NASDAQ: TCBI), was announced concerning whether the takeover of Texas Capital Bancshares, Inc. is unfair to NASDAQ: TCBI stockholders.

The investigation by a law firm concerns whether certain officers and directors of Texas Capital Bancshares, Inc. breached their fiduciary duties owed to NASDAQ: TCBI investors in connection with the proposed acquisition.

Dallas, TX based Texas Capital Bancshares, Inc. operates as the bank holding company for Texas Capital Bank, National Association that provides various banking products and services for commercial businesses, and professionals and entrepreneurs.

On December 9, 2019, Texas Capital Bancshares, Inc. (NASDAQ: TCBI), the parent company of Texas Capital Bank, and Independent Bank Group, Inc. (NASDAQ: IBTX), the holding company for Independent Bank, announced that they have entered into an agreement under which the companies will combine in an all-stock merger of equals with a total market value of approximately $5.5 billion to create the premier, Texas-based super regional bank.

Under the terms of the merger agreement, Texas Capital Bancshares, Inc. (NASDAQ: TCBI) shareholders will receive 1.0311 shares of Independent Bank Group for each Texas Capital Bancshares, Inc. (NASDAQ: TCBI) share they own. Based on Independent Bank's closing stock price on December 6, 2019, the implied cash and stock consideration to be received by Texas Capital stockholders is $61.10 per share.

However, given that at least one analyst has set the high target price for NASDAQ: TCBI shares at $72.00 per share and given that NASDAQ: TCBI shares traded in the open market as recently as December 9, 2019 as high as $64.88 per share, the
investigation concerns whether the offer is unfair to NASDAQ: TCBI stockholders. More specifically, the investigation concerns whether the Texas Capital Bancshares 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.

Texas Capital Bancshares, Inc. reported that its annual Total Revenue rose from $820.07 million in 2017 to $977.95 million in 2018 and that its Net Income increased from $197.06 million in 2017 to $300.82 million in 2018.