BALA CYNWYD, Pa., April 15, 2014 /PRNewswire/ -- 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").
Click here to learn more about the investigation http://brodsky-smith.com/746-ffco-fedfirst-financial-corp.html, or call 877-534-2590. There is no cost or obligation to you.
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.
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