MILWAUKEE, June 18, 2018 /PRNewswire/ — Ademi & O’Reilly, LLP is investigating the Board of Directors of CoBiz Financial Inc. (NASDAQ: COBZ) for possible breaches of fiduciary duty and other violations of Colorado law in connection with the sale of CoBiz to BOK.
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Ademi & O’Reilly, LLP alleges CoBiz’s long-term financial outlook is improving and yet CoBiz shareholders will receive only 0.17 shares of BOK Financial common stock and $5.70 in cash for each share of CoBiz common stock. The merger consideration is valued at $23.02 per share, based on the closing price of BOK on June 15, 2018. BOK is well aware of CoBiz’s improving financial metrics and is purchasing CoBiz at a substantial discount. The merger agreement unreasonably limits competing bids for CoBiz by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should CoBiz receive and accept a superior bid. CoBiz insiders, their affiliates and other major shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of CoBiz. Our investigation centers on the conduct of CoBiz’s Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for CoBiz given its current financial condition and prospects.
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