FedFirst Financial Corp. Merger Litigation (Nasdaq: FFCO)
SHAREHOLDER ALERT: Brodsky & Smith, LLC Announces Investigation of FedFirst Financial Corp. In Connection With the Sale of The Company- FFCO
BALA CYNWYD, April 15, 2014 /PR Newswire/ –Law office of Brodsky & Smith, LLC announces that it is investigating potential claims against the Board of Directors of FedFirst Financial Corp (“FedFirst” or the “Company”) (Nasdaq –FFCO-News) relating to the proposed acquisition by CB Financial Services, Inc. (“CB”).
Under the terms of the transaction, FedFirst shareholders will now receive only $23.00 in cash or shares of CB common stock based on a fixed exchange ratio of only 1.1590 shares of CB stock for each share of FedFirst stock they own. The transaction subjects FedFirst shareholders to proration to ensure at closing that 65% of the outstanding shares of FedFirst common stock are exchanged for shares of CB common stock and the remaining 35% are exchanged for cash.
The investigation concerns possible breaches of fiduciary duty and other violations of state law by the Board of Directors of FedFirst for not acting in the Company’s shareholders' best interests in connection with the sale process. The transaction may undervalue FedFirst and the investigation seeks to determine if conflicts of interest played a role in the transaction. Effective upon the closing of the merger, current FedFirst directors John J. LaCarte, John M. Swiatek, Patrick G. O'Brien and Richard B. Boyer will be appointed to the boards of directors of CB and Community Bank. In addition, Mr. O'Brien will serve as Executive Vice President and Chief Operating Officer of Community Bank and Mr. Boyer will serve as Vice President of Insurance Operations of Community Bank.
Mr. Boyer currently serves as President and Chief Operating Officer of Exchange Underwriters, Inc., a Cannonsburg, PA-based full-service insurance agency, in which First Federal Savings Bank, through a wholly-owned subsidiary, owns an 80% equity interest. Mr. Boyer owns the remaining 20% equity interest. Under the terms of the merger agreement, First Federal Savings Bank will purchase from Mr. Boyer his 20% equity interest before the closing of the merger. Mr. Boyer will continue to serve as President and Chief Operating Officer of Exchange Underwriters, Inc. upon the closing of the merger.
If you own shares of FedFirst common stock and wish to discuss the legal ramifications of the investigation, or have any questions, you may e-mail or call the law office of Brodsky & Smith, LLC who will, without obligation or cost to you, attempt to answer your questions. You may contact Jason L. Brodsky, Esquire or Evan J. Smith, Esquire at Brodsky & Smith, LLC, Two Bala Plaza, Suite 602, Bala Cynwyd, PA 19004, by e-mail at firstname.lastname@example.org, or calling toll free 877-LEGAL-90.
Brodsky & Smith, LLC is a litigation law firm with extensive expertise representing shareholders throughout the nation in securities and case action lawsuits. The attorneys at Brodsky & Smith have been appointed by numerous courts throughout the country to serve as lead counsel in class actions and successfully recovered millions of dollars for our clients and shareholders. Attorney advertising. Prior results do not guarantee a similar outcome.
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