Investigation Overview
August 25, 2017 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of WashingtonFirst Bankshares Inc (NASDAQ:WFBI)), was announced concerning whether the takeover of WashingtonFirst Bankshares Inc by Sandy Spring Bancorp, Inc is unfair to NASDAQ:WFBI stockholders.
The investigation by a law firm concerns whether certain officers and directors of WashingtonFirst Bankshares Inc breached their fiduciary duties owed to NASDAQ:WFBI investors in connection with the proposed acquisition.
On May 16, 2017, Sandy Spring Bancorp, Inc. (Nasdaq: SASR), the parent company of Sandy Spring Bank, and WashingtonFirst Bankshares, Inc. (Nasdaq: WFBI), the parent company of WashingtonFirst Bank, jointly announced they have entered into an agreement for Sandy Spring to acquire the Virginia-based WashingtonFirst to create one of the premier banks in the Greater Washington, D.C. region. Under the terms of the agreement, WashingtonFirst Bankshares Inc (NASDAQ:WFBI) shareholders are expected to receive 0.8713 shares of Sandy Spring common stock for each share owned of WashingtonFirst common stock, subject to adjustment if Sandy Springs average stock price during a specified measurement period prior to closing is more than $50.15 or less than $37.07 per share. Based on a closing prive of $42.72 per NSADAQ:SASR shares on May 15, 2017 invesors in NASDAQ:WFBI shares will receive a value of approximately $37.22 per NASDAQ:WFBI share.
However, given that at least one analyst has set the high target price for NASDAQ:WFBI shares at $38.00 per share, the investigation concerns whether the offer is unfair to NASDAQ:WFBI stockholders. More specifically, the investigation concerns whether the WashingtonFirst Bankshares 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.