According to the Complaint, Business First Bancshares, Inc., through its banking subsidiary b1BANK, operates twenty-six banking centers in markets across Louisiana and Texas.
This action stems from a proposed transaction announced on January 22, 2020, pursuant to which Business First Bancshares, Inc. will merge with Pedestal Bancshares, Inc. On January 22, 2020, Business First’s Board of Directors caused the Company to enter into an agreement and plan of merger with Pedestal (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Pedestal will merge with and into Business First, with Business First surviving, and shareholders of Pedestal will receive 1.745 shares of Business First common stock for each share of Pedestal common stock they own.
On March 4, 2020, Defendants filed a proxy statement/prospectus with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Prospectus, which recommends that Business First’s stockholders vote to approve the Proposed Transaction at a special meeting scheduled for April 14, 2020, omits material information, which renders the Prospectus false and misleading.