The Circuit Court for Baltimore City has dismissed a class-action lawsuit brought against FedFirst Financial in Monessen, Pa., related to its agreement to sell.
FedFirst shareholders filed the lawsuit in April against the company, FedFirst directors, and CB Financial Services, the $537 million-asset company that agreed to buy FedFirst for $55 million deal in cash and stock.
The lawsuit alleged that directors of the $330 million-asset FedFirst breached their fiduciary duties by agreeing to sell to CB Financial without taking steps ensuring that FedFirst stockholders would approve the deal.
The shareholders also claimed in the lawsuit that FedFirst reached a deal with CB Financial in Carmichaels, Pa., that discouraged other potential bidders. Additionally, the shareholders claim CB Financial aided the FedFirst directors' breaches of fiduciary duties.
The shareholders wanted the court to declare the merger "unenforceable." With the case dismissed, the merger is expected to close in the fourth quarter.
"We are very pleased with the court's decision and believe that the ruling confirms our view that the lawsuit was without merit," said Patrick O'Brien, chief executive of FedFirst, in a Monday news release.