Franklin Financial Network, Inc. (NYSE: FSB) Investor Investigation Over Potential Breaches Of Fiduciary Duties In Acquisition Announced

Investors who purchased shares of Franklin Financial Network, Inc. (NYSE: FSB) and currently hold any of those NYSE: FSB shares have certain options and should contact the Shareholders Foundation, Inc.

To have your information reviewed for options and to recieve notifications about this investigation, please use this form. You may also send an email to mail@shareholdersfoundation.com, or call us at (858) 779-1554.
Company Name(s): 
Franklin Financial Network
Affected Securities: 
NYSE: FSB

An investigation on behalf of investors, who currently hold shares of Franklin Financial Network, Inc. (NYSE: FSB), was announced concerning whether the takeover of Franklin Financial Network, Inc. is unfair to NYSE: FSB stockholders.

The investigation by a law firm concerns whether certain officers and directors of Franklin Financial Network, Inc. breached their fiduciary duties owed to NYSE: FSB investors in connection with the proposed acquisition.

Franklin, TN based Franklin Financial Network, Inc. operates as the bank holding company for Franklin Synergy Bank that provides banking and related financial services to small businesses, corporate entities, local governments, and individuals. On January 24, 2020, FB Financial Corporation (NYSE: FBK), parent company of FirstBank, and Franklin Financial Network, Inc. (NYSE: FSB), parent company of Franklin Synergy Bank, jointly announced their entry into a merger agreement pursuant to which Franklin will be merged with and into FB Financial. According to the terms of the merger agreement, Franklin shareholders will receive 0.9650 shares of FB Financial common stock and $2.00 in cash for each share of Franklin stock. Based on FB Financial’s closing price of $38.80 per share as of January 17, 2019, the implied transaction value is approximately $611 million in the aggregate or $39.44 per share.

However, given that James W. Ayers, FB Financial’s Executive Chairman and 44% owner of FB Financial, has already entered into a customary voting agreement to vote his shares in favor of the transaction, the

investigation concerns whether the offer is unfair to NYSE: FSB stockholders. More specifically, the investigation concerns whether the Franklin Financial Network Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.

Franklin Financial Network, Inc. reported that its annual Total Revenue rose from $111.76 million in 2017 to $116.16 million in 2018 and that its Net Income increased from $27.86 million in 2017 to $34.50 million in 2018.