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Cases

June 4, 2021

Aquesta Financial Holdings, Inc

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Aquesta Financial Holdings, Inc. (“Aquesta” or the “Company”) (OTC: AQFH) in connection with the proposed acquisition of the Company by United Community Banks, Inc. (“United”) (NASDAQ: UCBI). Under the terms of the merger agreement, Aquesta shareholders will receive 0.6386 shares of United common stock for each Aquesta share that they own, representing implied consideration of $21.58 based upon United’s May 26, 2021 closing price of $33.79. The transaction structure includes an election for Aquesta stockholders to receive their consideration in cash, subject to a limitation that no more than 30% of the total consideration paid by United will be in cash. The proposed transaction is valued at approximately $131 million.

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June 4, 2021

Bowl America Incorporated

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Bowl America Incorporated (“Bowl America”) (NYSE: BWL-A) in connection with the proposed acquisition of the Company by Bowlero Corp. Under the terms of the all-cash merger agreement, Bowl America shareholders will receive $8.53 in cash for each share of Bowl America common stock that they hold.

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June 4, 2021

Cloudera, Inc.

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Cloudera, Inc. (“Cloudera”) (NYSE: CLDR) in connection with the proposed acquisition of the Company by affiliates of Clayton, Dubilier & Rice, LLC and Kohlberg Kravis Roberts & Co. L.P. Under the terms of the all-cash merger agreement, Cloudera shareholders will receive $16.00 in cash for each share of Cloudera common stock that they hold. The transaction is valued at approximately $5.3 billion.

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June 4, 2021

Community Bankers Trust Corporation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Community Bankers Trust Corporation (“Community Bankers” or the “Company”) (NASDAQ: ESXB) in connection with the proposed acquisition of the Company by United Bankshares, Inc. (“United”) (NASDAQ: UBSI). Under the terms of the merger agreement, United will acquire 100% of the outstanding shares of Community Bankers in exchange for common shares of United. The exchange ratio will be fixed at 0.3173 of United’s shares for each share of Community Bankers, representing implied per-share merger consideration of approximately $13.06 based upon United’s June 2, 2021 closing price of $41.15. The transaction is valued at approximately $303.3 million.

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June 4, 2021

TGR Financial, Inc.

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of TGR Financial, Inc. (“TGR Financial” or the “Company”) (OTC: TGRF) in connection with the Company’s proposed acquisition by First Foundation Inc. (“First Foundation”) (NASDAQ: FFWM). Under the terms of the merger agreement, TGR Financial’s shareholders will receive 0.6068 of a share of First Foundation for each TGR Financial share they own or TGR Financial Series A non-voting convertible preferred stock, representing implied per-share merger consideration of approximately $15.24 based upon TGR Financial’s June 2, 2021 closing price of $25.12. Following consummation of the all-stock transaction, existing TGR Financial shareholders will own approximately 20.2% of the outstanding shares of First Foundation’s common stock.

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June 2, 2021

Select Bancorp, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Select Bancorp, Inc. (“Select Bancorp” or the “Company”) (NASDAQ: SLCT) in connection with the proposed acquisition of the Company by First Bancorp (NASDAQ: FBNC). Under the terms of the merger agreement, Select Bancorp shareholders will receive 0.408 shares of First Bancorp common stock for each Select Bancorp share that they own, representing implied per-share merger consideration of approximately $18.53 based upon First Bancorp’s June 1, 2021 closing price of $45.41. The proposed transaction is valued at approximately $314.3 million.

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June 2, 2021

First Midwest Bancorp, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of First Midwest Bancorp, Inc. (“First Midwest” or the “Company”) (NASDAQ: FMBI) in connection with the proposed acquisition of the Company by Old National Bancorp (“Old National”) (NASDAQ: ONB). Under the terms of the merger agreement, First Midwest shareholders will receive 1.1336 shares of Old National common stock for each First Midwest share that they own. Upon closing of the transaction, Old National shareholders will own approximately 56% and First Midwest shareholders will own approximately 44% of the combined entity.

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June 2, 2021

Constellation Pharmaceuticals, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Constellation Pharmaceuticals, Inc. (“Constellation” or the “Company”) (NASDAQ: CNST) in connection with the proposed acquisition of the Company by MorphoSys AG (“MorphoSys”) (FSE: MOR; NASDAQ: MOR). The transaction is structured as an all-cash tender offer pursuant to which the Company’s shareholders will receive $34.00 for each share of Constellation common stock that they hold.

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May 26, 2021

Sevier County Bancshares, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Sevier County Bancshares, Inc. (“SVRH” or the “Company”) (OTC: SVRH) in connection with the proposed acquisition of the Company by SmartFinancial, Inc. (“SmartFinancial”) (NASDAQ: SMBK). Under the terms of the acquisition agreement, SVRH shareholders will receive 0.4116 shares of SmartFinancial for each share of SVRH common stock that they own, representing implied consideration of $8.75 based upon SmartFinancial’s April 13, 2021 closing price of $21.25, provided that holders of fewer than 20,000 shares of SVRH common stock can elect to receive either 0.4116 shares of SmartFinancial or cash in an amount to be calculated based on the average trading price of SmartFinancial’s common stock prior to the closing of the transaction, for each share of SVRH common stock that they own. The transaction is valued at approximately $38.2 million.

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Cases

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Cases

Aquesta Financial Holdings, Inc

Bowl America Incorporated

Cloudera, Inc.

Community Bankers Trust Corporation

TGR Financial, Inc.

Select Bancorp, Inc. Investigation

First Midwest Bancorp, Inc. Investigation

Constellation Pharmaceuticals, Inc. Investigation

Sevier County Bancshares, Inc. Investigation

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