MILWAUKEE, April 30, 2026 /PRNewswire/ -- Ademi LLP is investigating Pacific Financial (OTCQX: PFLC) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Banner Corporation.

Click here  to learn how to join our investigation and obtain additional information or contact us at gademi@ademilaw.com or toll-free: 866-264-3995.  There is no cost or obligation to you.

Pacific Financial stockholders will receive 0.2633 shares of Banner common stock in exchange for each share of Pacific Financial common stock. Based on the closing price of $66.25 per share of Banner common stock on April 29, 2026, the implied value of the merger consideration to be received by Pacific Financial shareholders is equal to $17.44 per share or approximately $177 million in aggregate. Pacific Financial shareholders are expected to own approximately 7%, and Banner shareholders will own approximately 93%, of the combined company.

Pacific Financial insiders will receive substantial benefits as part of change of control arrangements.

The transaction agreement unreasonably limits competing transactions for Pacific Financial by imposing a significant penalty if Pacific Financial accepts a competing bid. We are investigating the conduct of the Pacific Financial board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.

We specialize in shareholder litigation involving buyouts, mergers, and individual shareholder rights. For more information, please feel free to call us. Attorney advertising. Prior results do not guarantee similar outcomes.

Contacts
Ademi LLP                                                        
Guri Ademi
Toll Free: (866) 264-3995
Fax: (414) 482-8001

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SOURCE Ademi LLP