New York, NY (PressExposure) July 02, 2009 -- Levi & Korsinsky (âL&Kâ) is investigating the Board of Directors of Pamrapo Bancorp Inc. (âPamrapo Bancorpâ or the âCompanyâ) (NasdaqGM: PBCI) for possible breaches of fiduciary duty and other violations of state law in connection with their attempt to sell the Company to BCB Bancorp, Inc. (NasdaqGM: BCBP) (âBCB Bancorpâ). Under the terms of the agreement, Pamrapo Bancorp shareholders will receive one share of BCB Bancorp for each share of Pamrapo Bancorp they own. Based on the June 29, 2009 closing price of BCB Bancorp shares, the transaction is valued at $9.50 per share or approximately $46.6 million in the aggregate.
After the merger, the chairman of Pamrapo Bancorp, Daniel Massarelli, will serve as chairman of the post-merger entity and Kenneth Walter, the chief executive officer and chief financial officer of the Company will serve as CFO.
The investigation concerns whether the Pamrapo Bancorp Board of Directors breached their fiduciary duties to Pamrapo Bancorp shareholders given that (i) the Company's shares traded at $10.86 as recently as June 10, 2009; (ii) the Company has a book value in excess of $11.00 per share; (iii) the Company's chairman and CEO will have positions in the post-merger entity; and (iii) the Pamrapo Bancorp Board of Directors agreed to a strict "no solicitation" provision and agreed to pay an excessive $2.5 million termination fee which will all but ensure that no superior offer will ever be forthcoming.
The companies expect to consummate the transaction by year end, subject to customary closing conditions, including all necessary regulatory and stockholder approvals.
If you own common stock in Pamrapo Bancorp and wish to obtain additional information, please contact us at the number listed below or visit [http://www.zlk.com/pbci1.html].
Contact: Levi & Korsinsky, LLP Eduard Korsinsky, Esq. Juan E. Monteverde, Esq. 30 Broad Street - 15th Floor New York, NY 10004 Tel: (212) 363-7500 Fax: (212) 363-7171 http://www.zlk.com