Key Takeaways
A law firm has launched an investigation into the proposed $130 million acquisition of BNCCORP Inc. by OppFi Inc., questioning the fairness of the deal terms offered to BNCCORP shareholders.
"Under the terms of the proposed transaction, BNCCORP shareholders are expected to receive (i) $19.375 in cash and (ii) a number of shares of Class A common stock of OppFi equal to an exchange ratio of 1.90 shares of Class A common stock for each BNCCORP share," Juan Monteverde, a class action attorney with Monteverde & Associates PC, said in a statement.
The acquisition, which values each BNCCORP share at a combination of cash and stock, has been unanimously approved by the boards of both companies. Following the merger, current OppFi stockholders are set to own about 93% of the combined entity, with BNCCORP shareholders holding the remaining 7%. The deal is still subject to approval from BNCCORP shareholders and regulators.
The investigation by Monteverde & Associates PC creates uncertainty around the acquisition, which is slated to close in the fourth quarter of 2026. A legal challenge could potentially delay the transaction or lead to a renegotiation of the terms, which OppFi expects to generate over $60 million in synergies in the first year alone.
OppFi, a Chicago-based digital finance platform, announced the agreement to acquire BNCCORP and its subsidiary, BNC National Bank, to diversify its banking infrastructure. As part of the transaction, OppFi plans to transition to a bank holding company and fold its assets and liabilities into a new bank subsidiary to be called OppFi Bank.
The Glendale, Arizona-based BNC National Bank will continue to operate as a community banking division of the new entity and will retain its current leadership team. OppFi noted that the expected synergies are based on geographic expansion and funding optimization, with no planned headcount reductions.
The company has also moved to simplify its corporate structure by converting from an Up-C structure to a more traditional C-Corp model, a change designed to improve tax and accounting efficiency.
The investigation introduces a potential hurdle to the merger's completion, which could impact the realization of the projected $115 million in third-year synergies. Shareholders will be watching for the outcome of the investigation and the subsequent shareholder vote for signals on the deal's future.
This article is for informational purposes only and does not constitute investment advice.
