Middlefield Banc Corp. (MBCN) shareholders voted against Ancora's proposal
Key Summary: Ancora Advisors, holding a stake of up to 7.8%, engaged with the company from 2019 to 2022, advocating for improved performance, governance, and capital structure. It proposed a sale or merger to maximize shareholder value, estimating a valuation of $36-$38 per share. In 2022, Ancora criticized the Board's governance and financial performance, urging a credible sale process, but shareholders rejected the proposal at the May 11 AGM.
Market Cap: $148 million| Middlefield Banc Corp. operates as the bank holding company for The Middlefield Banking Company that provides various commercial banking services to small and medium-sized businesses, professionals, small business owners, and retail customers in northeastern and central Ohio.
- On August 8, 2019, Ancora Advisors disclosed 5.52% stating that its belief that the value of the company is in excess of the current market price. It stated that it plans to engage management and members of the Board in dialogue about the company’s performance, operations, and capital and management structure. Source
- On November 9, 2021, Ancora Advisors (7.56%) sent a letter to the company containing a stockholder proposal requesting that the Board consider taking the steps necessary to achieve a sale, merger, or other disposition of the Company on terms that will maximize shareholder value as expeditiously as possible. Source
- On April 18, 2022, Ancora Advisors (7.8%) issued an open letter to the shareholders highlighting the Board's poor succession planning, abysmal corporate governance and track record of presiding over financial underperformance. It urges the Board to initiate a credible sale process and promptly engage with potential suitors.
Valuation insight: "We estimate MBCN could be worth $36-$38 per share if the Company were sold based on precedent transaction comps using a range of 1.65x - 1.75x TBV multiple".
- At the AGM held on May 11, 2022, the shareholders voted against the Stockholder Proposal with respect to the sale, merger, or other disposition of the Company
Member discussion